Exhibit 4.5


 


DESCRIPTION OF
REGISTRANT’S SECURITIES


 


The following summary
of Collective Growth Corporation’s securities is based on and qualified by the Company’s Amended and Restated Articles
of Incorporation (the “Amended and Restated Charter”). References to the “Company” and to “we,”
“us,” and “our” refer to Collective Growth Corporation.


 


General


 


As of December 31,
2020, the Company is authorized to issue 110,000,000 shares of common stock, par value $0.0001, including 100,000,000 shares of
Class A common stock and 10,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, par
value $0.0001. As of December 31, 2020 there are 15,262,500 shares of Class A common stock outstanding, 3,750,000 shares of
Class B common stock outstanding, and no shares of preferred stock currently outstanding.


 


Units


 


Each unit consists
of one share of Class A common stock and one-half of one warrant. Each whole warrant entitles the holder thereof
to purchase one share of 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 shares of our Class A common stock. This means only a whole warrant
may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-half of one warrant
to purchase a share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds two-halves of
a warrant, such whole warrant will be exercisable for one share of Class A common stock at a price of $11.50 per share. The
Class A common stock and warrants began separate trading on June 22, 2020. Holders have the option to continue to hold units or
separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order
to separate the units into Class A common stock and warrants. No fractional warrants will be issued upon separation of the
units and only whole warrants will trade.


 


Common Stock


 


Class A Shares


 


Stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock
and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders
except as required by law. Unless specified in our certificate of incorporation or bylaws, or as required by applicable provisions
of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of Class A and Class B common
stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors will be divided
into three classes, each of which will generally serve for a term of three 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 stockholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 






    


     


    

 


Because our amended
and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to
increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders
vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination.


 


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 consummation of our initial business combination including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares,
subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share.
The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. Our initial stockholders, officers and directors have entered into agreements
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public
shares held by them in connection with the completion of our initial business combination. If a stockholder vote is not required
by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business or other
reasons, we will, pursuant to our certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the
SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated
certificate of incorporation requires these tender offer documents to contain substantially the same financial and other information
about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however,
stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, 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 complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted
in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares
of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock
of the company entitled to vote at such meeting.


 


 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 any
Excess Shares, without our consent. 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 the business combination. And, as a result, such
stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to
sell their stock in open market transactions, potentially at a loss.


 






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Additionally, each
public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction
or do not vote at all (subject to the limitation described in the preceding paragraph).


 


Class B Shares


 


Except as described
herein, the shares of Class B Common stock (“founder shares”) are identical to the shares of Class A Common stock,
and holders of the founder shares have the same stockholder rights as public shareholders, except that (i) the founder shares
are subject to certain transfer restrictions, as described in more detail below, (ii) our initial stockholders, officers and
directors have entered into agreements with us, pursuant to which they have agreed to waive (A) their redemption rights with
respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination,
(B) their redemption rights with respect to any founder shares and any public shares held by them in connection with a stockholder
vote to approve an amendment to our certificate of incorporation (x) to modify the substance or timing of our obligation to
allow redemption in connection with our initial business combination or certain amendments to our certificate of incorporation
or to redeem 100% of our public shares if we do not complete our initial business combination by May 5, 2021 or (y) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity and (C) their
rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete
our initial business combination by May 5, 2021 or during any extension period, although they will be entitled to liquidating distributions
from the trust account with respect to any public shares they hold if we fail to complete our initial business combination within
such time period, (iii) the founder shares are shares of our Class B common stock that will automatically convert into
shares of our Class A common stock at the time of our initial business combination, or earlier at the option of the holder,
on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights as described herein and (iv) the
holders are entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote,
our initial stockholders, officers and directors have agreed pursuant to the letter agreement to vote any founder shares and any
public shares held by them in favor of our initial business combination. Permitted transferees of the founder shares and private
placement warrants and their component securities will be subject to the same restrictions described herein applicable to the holders
of such securities.


 


The founder shares
will automatically convert into shares of Class A common stock at the time of our initial business combination, or earlier
at the option of the holder, on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations,
recapitalizations and the like, and subject to further adjustment as described herein). In the case that additional shares of Class A
common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts issued in our IPO and related
to the closing of our initial business combination (including pursuant to a specified future issuance), the ratio at which founder
shares shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the then-outstanding founder
shares agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to a specified future
issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of the founder shares
will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding
upon the completion of our IPO plus all shares of Class A common stock and equity-linked securities issued or deemed
issued in connection with our initial business combination (excluding any shares or equity-linked securities issued or issuable
to any seller in the initial business combination). We cannot determine at this time whether a majority of the holders of our founder
shares at the time of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment
due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our initial business
combination; (ii) negotiation with Class A stockholders on structuring an initial business combination; or (iii) negotiation
with parties providing financing which would trigger the anti-dilution provisions of the founder shares. If such adjustment
is not waived, the issuance would not reduce the percentage ownership of holders of our founder shares, but would reduce the percentage
ownership of our public stockholders. If such adjustment is waived, the issuance would reduce the percentage ownership of holders
of both classes of our common stock. Securities could be “deemed issued” for purposes of the conversion rate adjustment
if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.


 






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With certain limited
exceptions, the founder shares are not transferable, assignable or salable (except to our initial stockholders, officers and directors
or their affiliates, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after
the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the
last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger,
capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to
exchange their shares of common stock for cash, securities or other property.


 


Preferred Stock


 


Our amended and restated
certificate of incorporation 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 thereof, applicable to the shares of each
series. Our board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights
that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects.
The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying,
deferring or preventing a change of control of us or the removal of existing management. We have no preferred stock outstanding
at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will
not do so in the future.


 


Warrants


 


Public 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 May 5, 2021 and the completion of our initial business combination,
except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you
purchase at least two units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after
the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated
to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A
common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying
our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue
shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise
has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder
of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire
worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective
for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit
solely for the share of Class A common stock underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business
combination, we will use our reasonable best efforts to file, and within 60 business days following our initial business combination
to have declared effective, a registration statement under the Securities Act covering the issuance of the shares of Class A
common stock issuable upon exercise of the warrants. We will use our reasonable best efforts to maintain the effectiveness of such
registration statement and a current prospectus relating to those shares of Class A common stock until the warrants expire
or are redeemed. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed
on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required
to file or maintain in effect a registration statement, but we will be required to use our best efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available.


 






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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 (the “30-day redemption period”) to each warrant holder; and





 


		●	if, and only if, the last reported sale price of the
Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once the warrants become
exercisable and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.





 


If
and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth
above even if the holders are otherwise unable to exercise the warrants.


 


If
we call the warrants for redemption for cash as described above, our management will have the option to require any holder that
wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise
their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number
of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A
common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants
would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the
quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants,
multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the
fair market value. The “fair market value” for this purpose shall mean the average last reported sale price of the
Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the
information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants,
including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number
of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive
option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our
warrants for redemption and our management does not take advantage of this option, the initial purchasers and their permitted transferees
would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described
above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants
on a cashless basis.


 






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Anti-Dilution Adjustments


 


If the number of outstanding shares of Class A
common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of
Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar
event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to
such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock
entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock
dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A
common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient
of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value.
For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock,
in determining the price payable for Class A common stock, there will be taken into account any consideration received for
such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume
weighted average price of Class A common stock as reported during the ten (10) trading day period ending on the trading day
prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights.


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares
of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary
cash dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed
initial business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in connection
with a stockholder vote to amend our certificate of incorporation (i) to modify 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
our initial business combination by August 7, 2021 or (ii) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon
our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately
after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid
on each share of Class A common stock in respect of such event.


 


If
the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split
or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable
on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.


 






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Whenever
the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above,
the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a
fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise
of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A
common stock so purchasable immediately thereafter.


 


In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described
above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation
of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that
does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case
of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially
as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our Class A
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. If less than 70% of the consideration receivable
by the holders of Class A 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 Black-Scholes value (as defined in the warrant agreement) of the warrant. The warrants
will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. 


 


In
addition, if (x) we issue additional shares or equity-linked securities for capital raising purposes in connection with
the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share (as adjusted for stock splits,
stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding
of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and
(z) the Market Value is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like), then the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective
exercise price per full share will be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00
per-share redemption trigger price described under “Redemption of warrants when the price per share of Class A
common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target
business.


 






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The
warrant holders do not have the rights or privileges of holders of Class A common stock or any voting rights until they exercise
their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon
exercise of the warrants, each holder will be entitled to one (1) 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 up to the nearest whole number the number of shares of
Class A common stock to be issued to the warrant holder.


 


Private Placement
Securities


 


The
private placement securities (including the securities underlying the private placement securities) will not be transferable, assignable
or salable until 30 days after the completion of our initial business combination.


 


The
private placement warrants are non-redeemable and exercisable on a cashless basis so long as they are held by the initial
purchasers or their permitted transferees. If the private placement warrants are held by holders other than the initial purchasers
or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same
basis as the warrants included in the units sold in our IPO. If holders of the private placement warrants elect to exercise them
on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common
stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the
warrants, multiplied by the 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” solely for purposes of this provision shall mean the average
reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date
on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be
exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted transferees is because it
is not known at this time whether they will be affiliated with us following an initial business combination. If they remain affiliated
with us, their ability to sell our securities in the open market will be significantly limited.


 


Our
sponsor and Cantor Fitzgerald & Co. (“Cantor”) have agreed (A) not to redeem any private placement shares in connection
with a stockholder vote to approve a proposed initial business combination or sell any private placement shares to us in a tender
offer in connection with a proposed initial business combination and (B) that the private placement shares shall not participate
in any liquidating distribution from our trust account upon winding up if a business combination is not consummated. Our sponsor
has also agreed to vote the private placement shares in favor of any proposed business combination. Cantor has not committed to
vote any shares held by them in favor of our initial business combination.


 






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Dividends


 


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition subsequent to completion of our initial business combination.


 


Listing of
Securities


 


Our
units, common stock, and warrants are listed on Nasdaq under the symbols “CGROU,” “CGRO,” and “CGROW,”
respectively.


 


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


 


We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. 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.





 


Our amended and restated certificate of
incorporation provides that our board of directors be classified into three classes of directors. As a result, in most circumstances,
a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 






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Special Meeting
of Stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our
Chief Executive Officer or by our Chairman.


 


Advance Notice
Requirements for Stockholder Proposals and Director Nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates
for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely,
a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later than
the close of business on the 90th day nor earlier than the close of business on the 120th day prior
to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange
Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws
also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our
stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual
meeting of stockholders.


 


Exclusive Forum
Selection


 


Our
amended and restated certificate of incorporation 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, except any action (A) as to which the Court of Chancery in the State of
Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable
party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B)
which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of
Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of
Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought
outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s
counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in
the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is
enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders
cannot waive our compliance with federal securities laws and the rules and regulations thereunder. Additionally, we cannot be certain
that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum
provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action,
we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating
results and financial condition.


 


Our
amended and restated certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest
extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange
Act or any other claim for which the federal courts have exclusive jurisdiction.


 


 


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