Exhibit 4.5


 


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


 


As of December 31,
2020, Cascade Acquisition Corp. (“we,” “our,” “us” or the “Company”) did not have
any securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As of March 30,
2021, we have the following three classes of securities registered under Section 12 of the Exchange Act: (i) its units, consisting
of one share of Class A common stock (as defined below) and one-half of one redeemable warrant (as defined below), with each whole
warrant entitling the holder thereof to purchase one share of Class A common stock (ii) its Class A common stock, $0.0001 par value
per share (the “Class A common stock”), and (iii) its public warrants, with each whole warrant exercisable for one
share of Class A common stock for $11.50 per share (the “warrants”).


 


Pursuant to our amended
and restated certificate of incorporation, our authorized capital stock consists of 220,000,000 shares of common stock, including
200,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock, $0.0001 par value,
and 1,000,000 shares of preferred stock, $0.0001 par value. The following description summarizes the material terms of our
capital stock registered pursuant to Section 12 of the Exchange Act and does not purport to be complete. It is subject to, and
qualified in its entirety by reference to, our amended and restated certificate of incorporation, our bylaws and our warrant agreement,
each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020
(the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used
herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists
of one share of our 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. Pursuant to the warrant agreement, a warrant holder may exercise
its warrants only for a whole number of the shares of the Company’s Class A common stock.


 


Class A Common Stock 


 


Stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. 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 our amended and restated certificate of incorporation may only be amended by approval of a majority of at least 90% of our Class B
common stock voting in an annual meeting. 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. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the
election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if
declared by the board of directors out of funds legally available therefor.


 


We will provide our
public 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 calculated
as of two business days prior to the completion of our initial business combination, including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution
expenses) divided by the number of the then outstanding public shares, subject to the limitations described herein. Our sponsor
and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of our
initial business combination and (ii) a stockholder vote to approve an amendment to our amended and restated certificate of
incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our public shares if we have not completed an initial business combination by May 24, 2022 (or
until November 24, 2022 if we extend the period of time to consummate a business combination).


 






     


     


    

 


If we seek stockholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated certificate of incorporation 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 Excess Shares.
However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for
or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence
over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with
respect to the Excess Shares if we complete our initial business combination. And, as a result, such stockholders will continue
to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open
market transactions, potentially at a loss.


 


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 shares,
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 public stockholders with the opportunity
to redeem their public shares for cash at a per share price 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 taxes, if any (less
up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, upon the completion
of our initial business combination, subject to the limitations described in the Report.


 


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 November 24, 2021 and 30 days after the completion of our initial
business combination, provided in each case that we have an effective registration statement under the Securities Act covering
the shares of the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is
available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant
agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the
state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of shares of our Class A common stock. 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 have agreed that
as soon as practicable, but in no event later than 20 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 our Class A common stock issuable upon exercise of the warrants. We will use our commercially reasonable
efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.
If a registration statement covering the issuance of the shares of our Class A common stock issuable upon exercise of the
warrants is not effective by the 60th business day after the closing of the initial business combination, warrant
holders may, until such time as there is an effective registration statement and during any period when we will have failed to
maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act or another exemption. In addition, if our Class A common stock are at the time of any exercise of a
warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of our 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 elect to do so, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts
to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each
holder would pay the exercise price by surrendering each such warrant for that number of shares of our Class A common stock
equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of our Class A
common stock underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the
warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average
price of the shares of our Class A common stock for the ten trading days ending on the trading day prior to the date on which
the notice of exercise is received by the warrant agent.


 






    2


     


    

 


Redemption of Warrants When the Price
per Share of Our Class A Common Stock Equals or Exceeds $18.00


 


Once the warrants become
exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement 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 to each warrant holder; and



 


		●	if, and only if, the last reported sale price of the
shares of our Class A common stock for any 20 trading days within a 30-trading day period ending three business
days before we send to the notice of redemption to the warrant holders (which we refer to as the “Reference Value”)
equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like and certain issuances of Class A common stock and equity-linked securities).



 


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. However, we will not redeem the warrants unless an effective registration
statement under the Securities Act covering the shares of our Class A common stock issuable upon exercise of the warrants
is effective and a current prospectus relating to those shares of our Class A common stock is available throughout the 30-day redemption
period.


 


Redemption of Warrants When the Price
per Share of Our Class A Common Stock Equals or Exceeds $10.00


 


Once 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 on a cashless basis 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);



 


		●	if, and only if, the Reference Value (as defined above
under “Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00”)
equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the
like and certain issuances of Class A common stock and equity-linked securities); and



 


		●	if the Reference Value is less than $18.00 per share
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A
common stock and equity-linked securities) the private placement warrants must also be concurrently called for redemption
on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) as the
outstanding public warrants, as described above.



 


The numbers in the table
below represent the number of shares of our 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 volume-weighted average price of our Class A common stock as reported during
the ten trading days immediately following 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. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day
period described above ends.


 


Pursuant to the warrant
agreement, references above to shares of our Class A common stock shall include a security other than shares of our Class A
common stock into which the shares of our Class A common stock have been converted or exchanged for in the event we are not
the surviving company in our initial business combination. The numbers in the table below will not be adjusted when determining
the number of shares of our Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity
following our initial business combination.


 






    3


     


    

 


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 or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments”
below. If the number of shares issuable upon exercise of a warrant is adjusted, 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 exercise
price of the warrant after such adjustment and the denominator of which is the exercise price of the warrant immediately prior
to such adjustment. In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts
by a fraction, the numerator of which is the number of shares deliverable upon exercise of the warrant immediately prior to such
adjustment and the denominator of which is the number of shares deliverable upon exercise of the warrant as so adjusted. If the
exercise price of a warrant is adjusted, as a result of raising capital in connection with the initial business combination, the
adjusted stock prices in the column headings will be multiplied by a fraction, the numerator of which is the higher of the Market
Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator
of which is $10.00.


 


	Redemption Date	 	Fair Market Value of Our Common stock	 
	(period to expiration of warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	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 our 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 volume-weighted average price of our Class A common stock as reported during the ten
trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00
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 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 volume-weighted average
price of our Class A common stock as reported during the ten trading days immediately following 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 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 0.361 Class A common stock per warrant (subject to adjustment).


 


This redemption feature
differs from the typical warrant redemption features used in many 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 shares of our 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 shares of our 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 shares of 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 When the Price per Share of
Our Class A Common Stock Equals or Exceeds $18.00.” Holders choosing to exercise their warrants in connection with
a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing
model with a fixed volatility input as of the date of this 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. We will be required to pay the applicable 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.


 






    4


     


    

 


As stated above, we can redeem the warrants
when the shares of our 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 shares of our 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 shares of our 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 shares of our 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 shares of our 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. At such time as the warrants become exercisable for a security other than the
shares of our Class A common stock, the Company (or surviving company) will use its commercially reasonable efforts to register
under the Securities Act the security issuable upon the exercise of the warrants.


 


Redemption Procedures.    A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have
the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the
holder) of the shares of our Class A common stock issued and outstanding immediately after giving effect to such exercise.


 


Anti-dilution Adjustments.   The
warrants have certain anti-dilution and adjustments rights upon certain events. In addition, if (x) we issue additional shares
of our Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of
our initial business combination at an issue price or effective issue price of less than $9.20 per share of our Class A common
stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case
of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our initial stockholders
or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of our initial business combination on the date of the completion 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 complete 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 $10.00 and $18.00 per share redemption trigger prices described
adjacent to “Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00”
and “Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00” will
be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.


 


The warrants will be
issued in registered form under a warrant agreement between Continental, as warrant agent, and us. The warrant agreement provides
that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision but requires the approval by the holders of at least 65% of the then-outstanding public warrants to make any change
that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which was filed
with the Registration Statement, for a complete description of the terms and conditions applicable to the 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 common stock and any voting
rights until they exercise their warrants and receive Class A common stock. After the issuance of our 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.


 


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 shares of our Class A common
stock to be issued to the warrant holder.


 


 


5