Exhibit 4.3


 





DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of February 29, 2020, Longevity Acquisition Corporation (“we,”
 “our,” “us” or the “Company”) had the following four classes of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its ordinary shares, no par
value (“ordinary shares”), (ii) its warrants, exercisable for one-half of one share for $11.50 per whole share, (iii)
its rights (“rights”), exercisable for one-tenth of one ordinary share upon consummation of our initial business combination
and (iv) its units, consisting of one ordinary share, one-half of one redeemable warrant and one right.


 


Pursuant to our amended and restated memorandum and articles
of association, our authorized capital stock consists of unlimited ordinary shares and unlimited shares of undesignated preferred
stock, no par value. The following description summarizes the material terms of our capital stock.


 


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


 


Units


 


Each unit consists of one ordinary share, one right and one
redeemable warrant. Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the consummation
of an initial business combination. Each warrant entitles the holder to purchase one-half (1/2) of one ordinary share exercisable
at $11.50 per full share, subject to adjustment as described herein. Pursuant to the warrant agreement, a warrantholder may exercise
its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time
by a warrantholder. For example, if a warrant holder holds one warrant to purchase one-half (1/2) of one share, such warrant
shall not be exercisable. If a warrantholder holds two warrants, such warrants are exercisable for one share.


 


Ordinary Shares


 


Under the Companies Act, the ordinary shares are deemed to be
issued when the name of the shareholder is entered in our register of members. Our register of members is maintained by our transfer
agent Continental Stock Transfer & Trust Company. If  (a) information that is required to be entered in the register
of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering
information in the register, a shareholder of the company, or any person who is aggrieved by the omission, inaccuracy or delay,
may apply to the British Virgin Islands Courts for an order that the register be rectified, and the court may either refuse the
application or order the rectification of the register, and may direct the company to pay all costs of the application and any
damages the applicant may have sustained.


 


At any general meeting on a show of hands every ordinary shareholder
who is present in person (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy
will have one vote for each share held on all matters to be voted on by shareholders. Voting at any meeting of the ordinary shareholders
is by show of hands unless a poll is demanded. A poll may be demanded by shareholders present in person or by proxy if the shareholder
disputes the outcome of the vote on a proposed resolution and the chairman shall cause a poll to be taken. Prior to the consummation
of our initial business combination, the rights attaching to ordinary shares (including those provisions designed to provide certain
rights and protections to our ordinary shareholders) may only be amended by a resolution of persons holding 65% (or 50% if approved
in connection with our initial business combination) of our outstanding ordinary shares attending and voting on such amendment.
Other provisions of our memorandum and articles of association may be amended prior to the consummation of our initial business
combination if approved by a majority of the votes of shareholders attending and voting on such amendment or by resolution of the
directors. Following the consummation of, or in connection with, our initial business combination, the rights and obligations attaching
to our ordinary shares and other provisions of our memorandum and articles of association may be amended if approved by a majority
of the votes of shareholders attending and voting on such amendment or by resolution of the directors. Our board of directors is
divided into two classes, each of which will generally serve for a term of two years with only one class of directors being elected
in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more
than 50% of the shares voted for the election of directors can elect all of the directors. Our shareholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefore.


 






     


     


    

 


Our memorandum and articles of association requires us to provide
our public shareholders with the opportunity to redeem their shares upon the consummation 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, including interest (net
of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein and any
limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed
business combination. 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 initial shareholders have agreed to waive their redemption
rights with respect to their founder shares, private shares and public shares in connection with the consummation of our initial
business combination. We intend to obtain shareholder approval in connection with our initial business combination. If we so decide,
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 shareholder approval, we will consummate our initial business combination
only if a majority of the votes of ordinary shareholders who being so entitled attend and vote at the general meeting are voted
in favor of the business combination. 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 initial business combination even if a majority
of our public shareholders vote, or indicate their intention to vote, against such business combination. For purposes of seeking
approval of the majority of our outstanding ordinary shares, non-votes will have no effect on the approval of our initial 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 held, at which a vote shall be taken to approve our initial business combination.


 


If we seek shareholder approval in connection with our initial
business combination, our initial shareholders have agreed to vote their founder shares, private shares and any public shares purchased
during or after the offering in favor of our initial business combination. Each public shareholder may elect to redeem their public
shares irrespective of whether they vote for or against the proposed transaction.


 


Notwithstanding the foregoing, if a shareholder vote is not
required for business or other legal reasons, we will, pursuant to our memorandum and articles of association, offer to redeem
our public shares 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 memorandum and articles of association 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.


 


However, if our initial or any of our officers, directors or
affiliates acquire public shares, they will be entitled to receive liquidating distributions with respect to such public shares
if we fail to consummate our initial business combination within the required time period.


 






     


     


    

 


Our shareholders are entitled to receive ratable dividends when,
as and if declared by the board of directors out of legally available funds. In the event of a liquidation or winding up of the
company after our initial business combination, our shareholders 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 shares, if any, having preference
over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions
applicable to the ordinary shares, except that we will provide our public shareholders with the redemption rights set forth above.


 


Founder Shares


 


The founder shares are identical to the other ordinary shares
included in the public units, and holders of founder shares have the same shareholder rights as public shareholders, except that
(i) the founder shares are subject to certain transfer restrictions, as described in more detail below, and (ii) our initial shareholders
have agreed (A) to waive their rights to liquidating distribution with respect to their founder shares, private shares and public
shares in connection with the consummation of our initial business combination, (B) to waive their redemption rights with respect
to their founder shares and private shares if we fail to timely consummate our initial business combination, although they will
be entitled to redemption rights with respect to any public shares they hold if we fail to consummate our initial business combination
within such time period and (C) to waive their redemption rights with respect to their founder shares, private shares and public
shares in connection with a shareholder vote to approve an amendment to our amended and restated certificate of incorporation (a)
to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not timely complete our initial
business combination or (b) with respect to any other provision relating to shareholders’ rights or pre-initial business
combination activity. Our initial shareholders have agreed to vote their founder shares, private shares and any public shares purchased
during or after the offering in favor of our initial business combination and our officers and directors have also agreed to vote
any public shares purchased during or after the offering in favor of our initial business combination.


 


Subject to certain limited exceptions, our initial shareholders
have agreed not to transfer, assign or sell their founder shares until the earlier of   (A) one year after the completion
of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our ordinary
shares 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 shareholders having the right to exchange their shares of common stock for cash, securities or other
property.


 


Preferred Shares


 


Our memorandum and articles of association authorizes the creation
and issuance without shareholder approval of an unlimited number of preferred shares divided into five classes, Class A through
Class E each with such designation, rights and preferences as may be determined by a resolution of our board of directors to amend
the memorandum and articles of association to create such designations, rights and preferences. We have five classes of preferred
shares to give us flexibility as to the terms on which each Class is issued. Unlike Delaware law, all shares of a single class
must be issued with the same rights and obligations. Accordingly, starting with five classes of preferred shares will allow us
to issue shares at different times on different terms. No preferred shares are currently issued or outstanding. Accordingly, our
board of directors is empowered, without shareholder approval, to issue preferred shares with dividend, liquidation, redemption,
voting or other rights, which could adversely affect the voting power or other rights of the holders of ordinary shares. However,
the underwriting agreement prohibits us, prior to our initial business combination, from issuing preferred shares which participate
in any manner in the proceeds of the trust account, or which vote as a class with the ordinary shares on our initial business combination.
We may issue some or all of the preferred shares to effect our initial business combination. In addition, the preferred shares
could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend
to issue any preferred shares, we may do so in the future.


 






     


     


    

 


The rights of preferred shareholders, once the preferred shares
are in issue, may only be amended by a resolution to amend our memorandum and articles of association provided such amendment is
also approved by a separate resolution of a majority of the votes of preferred shareholders who being so entitled attend and vote
at the class meeting of the relevant preferred class. If our preferred shareholders want us to hold a meeting of preferred shareholders
(or of a class of preferred shareholders), they may requisition the directors to hold one upon the written request of preferred
shareholders entitled to exercise at least 30 percent of the voting rights in respect of the matter (or class) for which the meeting
is requested. Under British Virgin Islands law, we may not increase the required percentage to call a meeting above 30 percent.


 


Under the Companies Act there are no provisions which specifically
prevent the issuance of preferred shares or any such other “poison pill” measures. Our memorandum and articles of association
also do not contain any express prohibitions on the issuance of any preferred shares. Therefore, the directors, without the approval
of the holders of ordinary shares, may issue preferred shares that have characteristics that me be deemed anti-takeover. Additionally,
such a designation of shares may be used in connection with plans that are poison pill plans. However, as noted above under the
Companies Act, a director in the exercise of his powers and performance of his duties is required to act honestly and in good faith
in what the director believes to be the best interests of the company.


 


Rights


 


Each holder of a right will receive one-tenth (1/10) of one
ordinary share upon consummation of our initial business combination, even if the holder of such right redeemed all ordinary shares
held by him, her or it in connection with the initial business combination or an amendment to our memorandum and articles of association
with respect to our pre-business combination activities. No additional consideration will be required to be paid by a holder of
rights in order to receive his, her or its additional ordinary shares upon consummation of an initial business combination as the
consideration related thereto has been included in the unit purchase price paid for by public investors. The shares issuable upon
exchange of the rights will be freely tradable (except to the extent held by affiliates of ours).


 


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 ordinary share will receive in the transaction on an as-converted into ordinary share
basis, and each holder of a right will be required to affirmatively convert his, her or 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 his, her or 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 of
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.


 






     


     


    

 


As soon as practicable upon the consummation of our initial
business combination, we will direct registered holders of the rights to return their rights to our rights agent. Upon receipt
of the rights, the rights agent will issue to the registered holder of such right(s) the number of full ordinary shares to which
he, she or it is entitled. We will notify registered holders of the rights to deliver their rights to the rights agent promptly
upon consummation of such business combination and have been informed by the rights agent that the process of exchanging their
rights for ordinary shares should take no more than a matter of days. The foregoing exchange of rights is solely ministerial in
nature and is not intended to provide us with any means of avoiding our obligation to issue the shares underlying the rights upon
consummation of our initial business combination. Other than confirming that the rights delivered by a registered holder are valid,
we will have no ability to avoid delivery of the shares underlying the rights. Nevertheless, there are no contractual penalties
for failure to deliver securities to the holders of the rights upon consummation of an initial business combination. Additionally,
in no event will we be required to net cash settle the rights. Accordingly, the rights may expire worthless.


 


Although a company incorporated in the British Virgin Islands
may issue fractional shares, it is not our intention to issue any fractional shares upon conversions of the rights. In the event
that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its rights, we will reserve the
option, to the fullest extent permitted by the Memorandum and Articles of Association, the Act and other applicable law, to deal
with any such fractional entitlement at the relevant time as we see fit, which would include the rounding down of any entitlement
to receive ordinary shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being
entitled to hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future
fractional entitlement to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down
and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant
rights, such that value received on exchange of the rights may be considered less than the value that the holder would otherwise
expect to receive. All holders of rights shall be treated in the same manner with respect to the issuance of shares upon conversions
of the rights.


 


Redeemable Warrants


 


No warrants are currently outstanding. Each warrant entitles
the holder thereof to purchase one-half (1/2) of one ordinary share at a price of  $11.50 per full share, subject to adjustment
as described herein, at any time commencing on the completion of an initial business combination. Because the warrants may only
be exercised for whole numbers of shares, only an even number of warrants may be exercised at any given time. Pursuant to the warrant
agreement, a warrantholder may exercise its warrants only for a whole number of shares. This means that only an even number of
warrants may be exercised at any given time by a warrantholder.


 


However, no public warrants will be exercisable for cash unless
we have an effective and current registration statement covering the issuance of the ordinary shares issuable upon exercise of
the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement
covering the issuance of the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days from
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 an available exemption from registration under the Securities Act. If an exemption from registration is not available,
holders will not be able to exercise their warrants on a cashless basis. The warrants will expire five years from the closing of
our initial business combination at 5:00 p.m., New York City time or earlier redemption.


 






     


     


    

 


The private warrants are identical to the public warrants underlying
the public units except that such private warrants are exercisable for cash (even if a registration statement covering the issuance
of the ordinary shares issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s
option, and are be redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates.
In addition, for as long as the private warrants are held by the underwriter of our initial public offering or its designees or
affiliates, they may not be exercised after five years from the effective date of the registration statement of which this prospectus
forms a part.


 


We may call the warrants for redemption (excluding the private
warrants but including any outstanding warrants issued upon exercise of the unit purchase option issued to the underwriter of our
initial public offering), in whole and not in part, at a price of  $0.01 per warrant:


 


		·	at any time while the warrants are exercisable,



		·	upon not less than 30 days’ prior written notice of redemption
to each warrant holder,



		·	if, and only if, the reported last sale price of the ordinary shares
equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for
any 20 trading days within a 30 trading day period ending on the third trading business day prior to the notice of redemption to
warrant holders, and



		·	if, and only if, there is a current registration statement in effect
with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day
trading period referred to above and continuing each day thereafter until the date of redemption.



 


​The right to exercise will be forfeited unless the warrants
are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a warrant
will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.


 


The redemption criteria for our warrants have been established
at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient
differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result
of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.


 


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


 


If we call the warrants for redemption as described above, our
management 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 ordinary shares equal to
the quotient obtained by dividing (x) the product of the number of ordinary shares 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 ordinary shares 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 ordinary shares at the time the warrants are called for redemption, our cash needs
at such time and concerns regarding dilutive share issuances.


 






     


     


    

 


The warrants were issued in registered form under a warrant
agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision,
but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants in order to
make any change that adversely affects the interests of the registered holders.


 


The exercise price and number of ordinary shares issuable on
exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend
or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary
shares at a price below their respective exercise prices.


 


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 ordinary shares and any voting rights until they exercise their warrants
and receive ordinary shares. After the issuance of ordinary shares 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 shareholders.


 


Except as described above, no public warrants will be exercisable
and we will not be obligated to issue ordinary shares unless at the time a holder seeks to exercise such warrant, a prospectus
relating to the ordinary shares issuable upon exercise of the warrants is current and the ordinary shares have been registered
or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the
terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain a current prospectus
relating to the ordinary shares issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot
assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the ordinary shares issuable
upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such
warrant exercise. If the prospectus relating to the ordinary shares issuable upon the exercise of the warrants is not current or
if the ordinary shares is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants
reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market
for the warrants may be limited and the warrants may expire worthless.


 


Warrant holders may elect to be subject to a restriction on
the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent
that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the ordinary shares outstanding.


 


No fractional shares will be issued upon exercise of the warrants.
If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,
round down to the nearest whole number the number of ordinary shares to be issued to the warrant holder.


 


Purchase Option


 


We sole to the underwriter of our initial public offering an
option to purchase up to 240,000 units at $10.00 per unit. The units issuable upon exercise of this option are identical to the
public units.