Exhibit 4.1


 


DESCRIPTION OF SECURITIES


 


As of December 31, 2020, Palmer Square
Capital BDC Inc., a Maryland corporation (“we,” “our,” “us” or the “Company”),
had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): our common stock, par value $0.001 per share.


 


The following description of our capital
stock is based on relevant portions of the Maryland General Corporation Law (“MGCL”) and on the Company’s Articles
of Amendment and Restatement (as amended or supplemented from time to time, the “Articles of Incorporation”) and the
Company’s bylaws (the “Bylaws”). This summary is not necessarily complete, and we refer you to the MGCL and our
Articles of Incorporation and Bylaws, forms of which are incorporated by reference as an exhibit to our Annual Report on Form 10-K,
for a more detailed description of the provisions summarized below.


 


General


 


Under the terms of our Articles of Incorporation,
our authorized stock consists of 450,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred
stock, par value $0.001 per share. There is currently no market for our common stock, and we can offer no assurances that a market
for our shares of common stock will develop in the future. There are no outstanding options or warrants to purchase our stock.
No stock has been authorized for issuance under any equity compensation plans. Under Maryland law, our stockholders generally are
not personally liable for our debts or obligations.


 


Under our Articles of Incorporation our
board of directors (the “Board”) is authorized to classify and reclassify any unissued shares of stock into other classes
or series of stock without obtaining stockholder approval. As permitted by the MGCL, our Articles of Incorporation also provide
that the Board, without any action by our stockholders, may amend the Articles of Incorporation from time to time to increase or
decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we have authority
to issue.


 


Common Stock


 


All shares of our common stock have equal
rights as to earnings, assets, dividends and voting and, when they are issued, will be duly authorized, validly issued, fully paid
and non-assessable. Distributions may be paid to the holders of our common stock if, as and when authorized by our Board and declared
by us out of funds legally available therefor. Shares of our common stock have no preemptive, exchange, conversion or redemption
rights and are freely transferable, except when their transfer is restricted by the Articles of Incorporation, federal and state
securities laws or by contract. In the event of our liquidation, dissolution or winding up, each share of our common stock would
be entitled to share ratably in all of our assets that are legally available for distribution after we pay all debts and other
liabilities and subject to any preferential rights of holders of our preferred stock, if any preferred stock is outstanding at
such time. Each share of our common stock is entitled to one vote on all matters submitted to a vote of stockholders, including
the election of directors. Except as provided with respect to any other class or series of stock, the holders of our common stock
will possess exclusive voting power. There is no cumulative voting in the election of directors, which means that holders of a
majority of the outstanding shares of common stock can elect all of our directors, and holders of less than a majority of such
shares will not be able to elect any directors.


 


Preferred Stock


 


Our Articles of Incorporation authorize
our Board to classify and reclassify any unissued shares of capital stock into classes or series of preferred stock. Prior to issuance
of shares of each class or series, the Board is required by Maryland law and by our Articles of Incorporation, to set the preferences,
conversion and other rights, voting powers (including exclusive voting rights), restrictions, limitations as to dividends or other
distributions, qualifications, and terms and conditions of redemption thereof, for each class or series. Thus, the Board could
authorize the issuance of shares of preferred stock with terms and conditions that could have the effect of delaying, deferring
or preventing a transaction or a change in control that might involve a premium price for holders of our common stock or otherwise
be in their best interest. However, any issuance of preferred stock will be required to comply with the requirements of the Investment
Company Act of 1940, as amended (the “1940 Act”). The 1940 Act requires that (1) immediately after issuance and before
any dividend or other distribution is made with respect to our common stock and before any purchase of common stock is made, such
preferred stock together with all other senior securities must not exceed an amount equal to 66.7% of our total assets after deducting
the amount of such dividend, distribution or purchase price, as the case may be, and (2) the holders of shares of preferred
stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors
if dividends on such preferred stock are in arrears by two years or more. Some matters under the 1940 Act require the separate
vote of the holders of any issued and outstanding preferred stock. For example, holders of preferred stock would be entitled to
vote separately from the holders of common stock on a proposal to cease operations as a business development company (“BDC”).
We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future
financings and acquisitions. The Company does not currently intend to issue preferred stock.


 






     


     


    

 


Transferability of Common Stock


 


We have sold and continue to offer shares
of our common stock in a private offering in the United States under the exemption provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder. Investors who acquire shares
of our common stock in such private offerings are required to complete, execute and deliver a subscription agreement and related
documentation, which includes customary representations and warranties, certain covenants and restrictions and indemnification
provisions.


 


Prior to a Liquidity Event (as defined
below), no transfer of capital commitment of investors in the private placement or all or any portion of our investors’ shares
of common stock may be made without (a) registration of the transfer on our books and (b) our prior written consent. In any event,
our consent may be withheld (i) if the creditworthiness of the proposed transferee, as determined by us in our sole discretion,
is not sufficient to satisfy all obligations under the applicable subscription agreement or (ii) unless, in the opinion of counsel
(who may be counsel for the Company) satisfactory in form and substance to us such transfer would not violate the Securities Act
or any state (or other jurisdiction) securities or “blue sky” laws applicable to us or the shares to be transferred.


 


A “Liquidity Event” means,
at the discretion of the Board: (a) (1) the listing of the Company’s common stock on a national securities exchange or (2)
an initial public offering of the Company’s common stock that results in an unaffiliated public float of at least the lower
of (i) $75 million and (ii) 15% of the aggregate capital commitments received prior to the date of such initial public offering
(a “Qualified IPO”), or (b) with the requisite approval of our stockholders as required by applicable law, a corporate
control transaction, which may include a strategic sale of the Company or all or substantially all of our assets to, or a merger
with, another entity, or another type of corporate control event (which may include a transaction with an affiliated entity, including
an affiliated 1940 Act fund) for consideration in cash or publicly listed securities of such entity or a combination of cash and
such publicly listed securities.


 


In addition, prior to a Liquidity Event
that is sufficient to cause us to treat our shares of common stock as a “publicly-offered security” for purposes of
the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), initial or additional investments by “benefit
plan investors,” as defined in Section 3(42) ERISA and applicable regulations of the Department of Labor thereunder (“Benefit
Plan Investors”) may be restricted. Specifically, subscriptions for shares of common stock by, or transfers of shares of
common stock to, Benefit Plan Investors may be rejected, and existing Benefit Plan Investors may be required to redeem all or a
portion of their shares of common stock. Any such restrictions or mandatory redemptions will be effected in such manner as we determine,
in our sole discretion, to be appropriate under the circumstances if such transfer could (1) result in our assets being considered
to be “plan assets” for purposes of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”)
or (2) constitute or result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a non-exempt violation
of any laws similar to ERISA or Section 4975 of the Code.


 


Any person that acquires all or any portion
of the capital commitment of an investor in a transfer permitted under a subscription agreement shall be obligated to pay to us
the appropriate portion of any amounts thereafter becoming due in respect of such capital commitment committed to be made by its
predecessor in interest. Notwithstanding the transfer of all or any fraction of its capital commitment, as between an investor
and us, the investor will remain liable for its capital commitment prior to the time, if any, when the purchaser, assignee or transferee
of such capital commitment, or fraction thereof, executes and delivers to us documentation evidencing such person’s obligations
to fund such capital commitment.


 






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Furthermore, should there be a Qualified
IPO, our stockholders will be subject to a lock-up restriction pursuant to which they will be prohibited from selling or otherwise
transferring shares of our common stock for a certain period after the date of such event. The specific terms of such restriction
and any other limitations on the sale of shares of our common stock in connection with or following a Qualified IPO will be agreed
in advance between our Board and our investment adviser, acting on behalf of our stockholders, and the institutions acting as the
underwriters or market makers, acting on our behalf, in connection with such Qualified IPO. There can be no assurance that shares
of our common stock will be listed on a national securities exchange or offered in an initial public offering.


 


Provisions of the MGCL and Our Articles
of Incorporation and Bylaws


 


Maryland Anti-takeover Law


 


The MGCL and our Articles of Incorporation
and Bylaws contain provisions that could make it more difficult for a potential acquirer to acquire us by means of a tender offer,
proxy contest or otherwise, the material ones of which are discussed below. These provisions are expected to discourage certain
coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us to negotiate
first with our Board. We expect the benefits of these provisions to outweigh the potential disadvantages of discouraging any such
acquisition proposals because, among other things, the negotiation of such proposals may improve their terms.


 


Classified Board of Directors


 


Our Articles of Incorporation provide that
we have a classified board of directors consisting of three classes of directors serving staggered three-year terms, with the term
of office of only one of the three classes expiring each year. A classified board may render a change in control of us or removal
of our incumbent management more difficult. We believe, however, that the longer time required to elect a majority of a classified
board of directors will help to ensure the continuity and stability of our management and policies.


 


Election of Directors


 


Our Bylaws, as authorized by our Articles
of Incorporation, provide that the affirmative vote of the holders of a plurality of all votes cast at a meeting of stockholders
duly called, and at which a quorum is present, will be required to elect a director. Under our Articles of Incorporation, our Board
may amend the Bylaws to alter the vote required to elect directors.


 


Number of Directors; Vacancies; Removal


 


Our Articles of Incorporation provide that
the number of directors is set only by the Board in accordance with our Bylaws and our Articles of Incorporation. Our Bylaws provide
that a majority of our entire Board may at any time increase or decrease the number of directors. However, unless our Bylaws are
amended, the number of directors may never be less than the minimum number required by the MGCL nor more than eight. Our Articles
of Incorporation provide that, at such time as we have at least three directors that are not “interested persons” as
defined in Section 2(a)(19) of the 1940 Act and our common stock is registered under the Exchange Act, we elect to be subject to
the provision of Subtitle 8 of Title 3 of the MGCL regarding the filling of vacancies on the Board. Accordingly, at such time,
except as may be provided by the Board in setting the terms of any class or series of preferred stock, any and all vacancies on
the Board may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining
directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term
of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any applicable requirements
of the 1940 Act.


 


Our Articles of Incorporation provide that
a director, or the entire Board, may be removed only for cause, as defined in our Articles of Incorporation, and then only by the
affirmative vote of at least two-thirds of the votes entitled to be cast in the election of directors. The limitations on the ability
of our stockholders to remove directors and fill vacancies could make it more difficult for a third party to acquire, or discourage
a third party from seeking to acquire, control of us.


 






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Action by Stockholders


 


Under the MGCL, stockholder action can
be taken only at an annual or special meeting of stockholders or (unless the articles of incorporation provide for stockholder
action by less than unanimous written consent, which our Articles of Incorporation do not) by unanimous written consent in lieu
of a meeting. These provisions, combined with the requirements of our Bylaws regarding the calling of a stockholder-requested special
meeting of stockholders discussed below, may have the effect of delaying consideration of a stockholder proposal until the next
annual meeting.


 


Advance Notice Provisions for Stockholder
Nominations and Stockholder Proposals


 


Our Bylaws provide that with respect to
an annual meeting of stockholders, nominations of persons for election to the Board and the proposal of business to be considered
by stockholders may be made only (1) by or at the direction of the Board, (2) pursuant to our notice of meeting or (3) by a stockholder
of the Company who is a stockholder of record both at the time of giving of notice provided for in our Bylaws and at the time of
the annual meeting, who is entitled to vote at the meeting and who has complied with the advance notice provisions of the Bylaws.
With respect to special meetings of stockholders, only the business specified in our notice of the meeting may be brought before
the meeting. Nominations of persons for election to the Board at a special meeting may be made only (1) by or at the direction
of the Board or (2) provided that the Board has determined that directors will be elected at the meeting, by a stockholder of the
Company who is a stockholder of record both at the time of giving of notice provided for in our Bylaws, at the record date set
by our Board for the purpose of determining stockholders entitled to vote at the annual meeting, and at the time of the special
meeting, who is entitled to vote at the meeting and who has complied with the advance notice provisions of the Bylaws.


 


The purpose of requiring stockholders to
give us advance notice of nominations and other business is to afford our Board a meaningful opportunity to consider the qualifications
of the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by
our Board, to inform stockholders and make recommendations about such qualifications or business, as well as to provide a more
orderly procedure for conducting meetings of stockholders. Although our Bylaws do not give our Board any power to disapprove stockholder
nominations for the election of directors or proposals recommending certain action, they may have the effect of precluding a contest
for the election of directors or the consideration of stockholder proposals if proper procedures are not followed and of discouraging
or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its own
proposal without regard to whether consideration of such nominees or proposals might be harmful or beneficial to us and our stockholders.


 


Calling of Special Meetings of Stockholders


 


Our Bylaws provide that special meetings
of stockholders may be called by our Board and certain of our officers. Additionally, our Bylaws provide that, subject to the satisfaction
of certain procedural and informational requirements by the stockholders requesting the meeting, a special meeting of stockholders
will be called by the secretary of the corporation upon the written request of stockholders entitled to cast not less than a majority
of all the votes entitled to be cast at such meeting.


 


Approval of Extraordinary Corporate
Action; Amendment of Articles of Incorporation and Bylaws


 


Under the MGCL, a Maryland corporation
generally cannot dissolve, amend its articles of incorporation, merge, consolidate, convert into another form of business entity,
sell all or substantially all of its assets or engage in a statutory share exchange unless declared advisable by the corporation’s
board of directors and approved by the affirmative vote of stockholders entitled to cast at least two-thirds of the votes entitled
to be cast on the matter. A Maryland corporation may provide in its Articles of Incorporation for approval of these matters by
a lesser or greater percentage, but not less than a majority of all of the votes entitled to be cast on the matter. Subject to
certain exceptions discussed below, our Articles of Incorporation provides for approval of these actions by the affirmative vote
of stockholders entitled to cast a majority of the votes entitled to be cast on the matter. Notwithstanding the foregoing, the
affirmative vote of at least 80% of the votes entitled to be cast thereon, with the holders of each class or series of our stock
voting as a separate class, will be necessary to effect any of the following actions:


 


		●	Any
amendment to the Articles of Incorporation to make the shares of common stock “redeemable securities” and any other
proposal to convert the Company from a “closed-end company” to an “open-end company” (as defined in the
1940 Act);


 






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		●	The
liquidation or dissolution of the Company and any amendment to the Articles of Incorporation to effect such liquidation or dissolution;


 


		●	Any
merger, consolidation, conversion, share exchange or sale or exchange of all or substantially all of the assets of the Company
that the MGCL requires be approved by the stockholders; and


 


		●	Any
transaction between (A) the Company and (B) a person, or group of persons acting together (including, without limitation, a “group”
for purposes of Section 13(d) of the Exchange Act, or any successor provision), that is entitled to exercise or direct the exercise,
or acquire the right to exercise or direct the exercise, directly or indirectly, other than solely by virtue of a revocable proxy,
of one-tenth or more of the voting power in the election of directors generally, or any person controlling, controlled by or under
common control with, or employed by or acting as an agent of, any such person or member of such group; and


 


		●	Any
amendment to, or any amendment inconsistent with, the certain provisions of the Articles of Incorporation including, but not limited
to, those provisions related to the composition and classification of the Board, the removal and replacement of directors, provisions
relating to the amendment of the Bylaws and the requirements listed in this paragraph pertaining to certain extraordinary actions
requiring the approval of at least 80% of the votes entitled to be cast on certain matters.


 


However, if such amendment or proposal
is approved by a majority of our continuing directors (in addition to approval by our Board), such amendment or proposal may be
approved by a majority of the votes entitled to be cast on such a matter. The “continuing directors” are defined in
our Articles of Incorporation as (1) our current directors, (2) those directors whose nomination for election by the stockholders
or whose election by the directors to fill vacancies is approved by a majority of our current directors then on the Board or (3)
any successor directors whose nomination for election by the stockholders or whose election by the directors to fill vacancies
is approved by a majority of continuing directors or the successor continuing directors then in office.


 


Our Articles of Incorporation and Bylaws
provide that the Board will have the exclusive power to make, alter, amend or repeal any provision of our Bylaws.


 


No Appraisal Rights


 


Except with respect to appraisal rights
arising in connection with the Control Share Act discussed below, as permitted by the MGCL, our Articles of Incorporation provide
that stockholders will not be entitled to exercise appraisal rights unless a majority of the Board determines such rights apply.


 


Control Share Acquisitions


 


Subtitle 7 of Title 3 of the MGCL (the
“Control Share Act”) provides that, once a corporation has at least 100 beneficial owners of its capital stock and
subject to certain limited exceptions not applicable to the Company, control shares of a Maryland corporation acquired in a control
share acquisition have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast
on the matter. Shares owned by the acquirer, by officers or by directors who are employees of the corporation are excluded from
shares entitled to vote on the matter. Control shares are voting shares of stock which, if aggregated with all other shares of
stock owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except
solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within one of
the following ranges of voting power:


 


		●	one-tenth
or more but less than one-third;


 






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		●	one-third
or more but less than a majority; or


 


		●	a
majority or more of all voting power.


 


The requisite stockholder approval must
be obtained each time an acquirer crosses one of the thresholds of voting power set forth above. Control shares do not include
shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A control
share acquisition means the acquisition of control shares, subject to certain exceptions.


 


A person who has made or proposes to make
a control share acquisition may compel the Board of the corporation to call a special meeting of stockholders to be held within
10 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject
to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. Such meeting must be held
within 50 days after the day on which the corporation has received the request and the undertaking. If no request for a meeting
is made, the corporation may itself present the question at any stockholders meeting.


 


If voting rights are not approved at the
meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation
may redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved.
The right of the corporation to redeem control shares is subject to certain conditions and limitations, including, as provided
in our Bylaws compliance with the 1940 Act. Fair value is determined, without regard to the absence of voting rights for the control
shares, as of the date of the last control share acquisition by the acquirer or of any meeting of stockholders at which the voting
rights of the shares are considered and not approved, and without regard to the absence of voting rights of the control shares.
If voting rights for control shares are approved at a stockholders meeting and the acquirer becomes entitled to vote a majority
of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the shares as determined
for purposes of appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.


 


The Control Share Act does not apply (a)
to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions
approved or exempted by the articles of incorporation or bylaws of the corporation. Our Bylaws contain a provision exempting from
the Control Share Act any and all acquisitions by any person of our shares of stock. There can be no assurance that such provision
will not be amended or eliminated at any time in the future. However, we will amend our Bylaws to be subject to the Control Share
Act only if the Board determines that it would be in our best interests and if the Securities and Exchange Commission (the “SEC”)
staff does not object to our determination that our being subject to the Control Share Act does not conflict with the 1940 Act.
Currently, the SEC staff takes the position that if a BDC fails to opt out of the Control Share Act, its actions are inconsistent
with Section 18(i) of the 1940 Act.


 


Business Combinations


 


Under Subtitle 6 of Title 3 of the MGCL
(the “Business Combination Act”), once a corporation has at least 100 beneficial owners of its capital stock and subject
to certain limited exceptions not applicable to the Company, “business combinations” between a Maryland corporation
and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent
date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation,
share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities.
An interested stockholder is defined as:


 


		●	any
person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or


 






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		●	an
affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial
owner of 10% or more of the voting power of the then-outstanding voting stock of the corporation.


 


A person is not an interested stockholder
under this statute if the Board approved in advance the transaction by which the stockholder otherwise would have become an interested
stockholder. However, in approving a transaction, the Board may provide that its approval is subject to compliance, at or after
the time of approval, with any terms and conditions determined by the Board.


 


After the five-year prohibition, any business
combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors
of the corporation and approved by the affirmative vote of at least:


 


		●	80%
of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and


 


		●	two-thirds
of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder
with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested
stockholder.


 


These super-majority vote requirements
do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares
in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.


 


The statute permits various exemptions
from its provisions, including business combinations that are exempted by the Board before the time that the interested stockholder
becomes an interested stockholder. Our Board has adopted a resolution that any business combination between us and any other person
is exempted from the provisions of the Business Combination Act, provided that the business combination is first approved by the
Board, including a majority of the directors who are not “interested persons” as defined in the 1940 Act. This resolution
may be altered or repealed in whole or in part at any time; however, our Board will adopt resolutions so as to make us subject
to the provisions of the Business Combination Act only if the Board determines that it would be in our best interests and if the
SEC staff does not object to our determination that our being subject to the Business Combination Act does not conflict with the
1940 Act. If this resolution is repealed, or the Board does not otherwise approve a business combination, the statute may discourage
others from trying to acquire control of us and increase the difficulty of consummating any offer.


 


Conflicts with 1940 Act


 


Our Articles of Incorporation and Bylaws
provide that any provision of the MGCL, including the Control Share Act (if we amend our Bylaws to be subject to such Act) and
the Business Combination Act, or any provision of our Articles of Incorporation or Bylaws will be subject to the requirements and
limitations of the 1940 Act.


 


Exclusive Forum


 


Our Articles of Incorporation provide that,
unless we consent in writing to the selection of a different forum, and except for any claims made under the federal U.S. securities
laws, the Circuit Court for Baltimore City, Maryland, or, if that court does not have jurisdiction, the United States District
Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or
proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of any duty owed by a director or officer
or other employee of the Company to the Company or to the stockholders of the Company or asserting a claim of breach of any standard
of conduct set forth in the MGCL, (c) any action asserting a claim against the Company or any director or officer or other employee
of the Company arising pursuant to any provision of the MGCL, the Articles of Incorporation or our Bylaws, or (d) any action asserting
a claim against the Company or any director or officer or other employee of the Company that is governed by the internal affairs
doctrine. With respect to any proceeding described in the foregoing sentence that is in the Circuit Court for Baltimore City, Maryland,
the Company and its stockholders consent, pursuant to the terms of the Articles of Incorporation, to the assignment of the proceeding
to the Business and Technology Case Management Program pursuant to Maryland Rule 16-205 or any successor thereof. Any person or
entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company will be deemed, to the fullest
extent permitted by law, to have notice of and consented to these exclusive forum provisions and to have irrevocably submitted
to, and waived any objection to, the exclusive jurisdiction of such courts in connection with any such action or proceeding and
consented to process being served in any such action or proceeding, without limitation, by United States mail addressed to the
stockholder at the stockholder’s address as it appears on the records of the Company, with postage thereon prepaid.


 


 


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