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, 2021, AF
Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three
classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) its units, consisting of one share of Class A common stock (as defined below) and one-third
of one redeemable warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one share of Class
A common stock (the “units”), (ii) its Class A common stock, $0.0001 par value per share (“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 110,000,000 shares of common stock,
including 100,000,000 shares of Class A common stock, $0.0001 par value and 10,000,000 shares of Class B common stock, $0.0001
par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material
terms of our capital stock 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, 2021 (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 Class A
common stock and one-third of one redeemable 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 shares of the company’s Class A common stock.


 


Common Stock


 


Common stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. Holders of our Class B common stock will have the right to
elect all of our directors prior to the consummation of our initial business combination. On any other matter submitted to a vote of our
stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as a single class,
except as required by applicable law or stock exchange rule. These provisions of our amended and restated certificate of incorporation
may only be amended if approved by a majority of at least 90% of our common stock voting at a stockholder meeting. There is no cumulative
voting with respect to the election of 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 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 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. Our sponsor, officers
and directors have entered into a letter agreement 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. Permitted
transferees of our sponsor, officers or directors will be subject to the same obligations.


 


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 will provide 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 more than an aggregate of 15% of the shares sold in our initial public offering,
without our prior consent, which we refer to as the “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 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.


 






     


     


    

 


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 stock, 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 stockholders with the opportunity to redeem their public shares for cash equal to their pro rata share
of the aggregate amount on deposit in the trust account 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, upon
the completion of our initial business combination, subject to the limitations described in this Report.


 


Redeemable 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 March 23, 2022 and 30 days after the completion of our initial business combination. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of 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 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 issuable upon exercise of
the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to
our satisfying our obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless
basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares
upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration
is available. 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 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 with the SEC, and within 60 business days following our initial business combination to have declared effective,
a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to
maintain 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 will use our reasonable 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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Redemption of Warrants.


 


Redemption of warrants when the price per share
of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, we may call the warrants for redemption
(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 a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder;
and



 


		●	if, and only if, the closing price of our 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
ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.



 


We will not redeem the warrants for cash unless
a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of
the warrants is then effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption
period. Any such exercise would not be on a “cashless” basis and would require the exercising warrant holder to pay the exercise
price for each warrant being exercised.


 


If and when the warrants become redeemable by us
pursuant to the foregoing redemption method, 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.


 


Redemption of warrants when the price per share of Class A
common stock equals or exceeds $10.00.


 


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 $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) except as otherwise described below; and



 


		●	if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for
adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—
Warrants — Public Stockholders’ Warrants — Anti-Dilution Adjustments”) on the trading day prior
to the date on which we send the notice of redemption to the warrant holders;



 


		●	if, and only if, the closing price of our Class A common stock (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior
to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) is less than $18.00 per
share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like), then the private placement warrants
must also concurrently be called for redemption on the same terms (except as described herein with respect to a holder’s ability
to cashless exercise its warrants) as the outstanding public warrants.



 


Beginning on the date the notice of redemption is given until the warrants
are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent
the number of shares of Class A common stock that a warrant holder will receive upon such cashless 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 for these purposes based on volume weighted average price of our Class A common stock for the 10 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 immediately following the 10 trading day period
described above ends.


 






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Pursuant to the warrant agreement, references above
to shares of Class A common stock shall include a security other than Class A common stock into which the shares of 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 Class A common stock to be issued upon exercise
of the warrants if we are not the surviving entity following our initial business combination.


 


The share 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 share prices in the column headings will equal the share 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 a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable
upon exercise of a warrant as so adjusted. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant
to the fifth paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the
column headings will equal the unadjusted share price 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 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments”
below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price
of a warrant pursuant to such exercise price adjustment.


 


	Redemption Date

                                                                             (period to
	 	Fair Market Value of Class A common stock	 
	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 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 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 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 shares
of 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 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 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 shares of Class A common stock for each whole warrant. In no event will the warrants
be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock
per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire,
they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will
not be exercisable for any shares of Class A common stock.


 






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This redemption feature differs from the typical
warrant redemption features used in some 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 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 Class A common stock are trading at or above $10.00 per public 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 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 our prospectus in connection
with our initial public offering. 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.


 


As stated above, we can redeem the warrants when
the Class A common stock is 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 Class A common stock
is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Class A
common stock than they would have received if they had chosen to wait to exercise their warrants for shares of Class A common stock
if and when such Class A common stock was trading at a price higher than the exercise price of $11.50.


 


No fractional shares of 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 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 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 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 9.8% (or such other amount as a holder may specify) of the shares of Class A common
stock outstanding immediately after giving effect to such exercise.


 






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Anti-Dilution Adjustments.


 


The warrants have certain anti-dilution adjustments
rights upon certain events.


 


The warrants were issued in registered form under
a warrant agreement between Continental, as warrant agent, and us. You should review a copy of the warrant agreement, which was filed
with the Registration Statement, for a description of the terms and conditions applicable to the warrants. 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 50% of the then outstanding public warrants to make any change that adversely affects
the interests of the registered holders of public warrants.


 


In addition, if (x) we issue additional shares
of Class A common stock 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 of 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 initial stockholders
or their affiliates, without taking into account any founder shares or warrants held by our initial stockholders or such affiliates, as
applicable, prior to such issuance), (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, then the exercise price of the
warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share
redemption trigger prices described below under “Description of Securities — Warrants — Public Stockholders’
Warrants — 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, and the $10.00 per
share redemption trigger price described below under “Description of Securities — Warrants — Public Stockholders’
Warrants — Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will
be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 


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 Class A common stock and 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 vote for each share held of record on all matters to be voted on by stockholders.


 


 


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