Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF THE


SECURITIES EXCHANGE ACT OF 1934


 


As of the date of its Annual
Report on Form 10-K for the fiscal year ended December 31, 2022, Genesis Unicorn Capital Corp. has three (3) classes of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our
units; (2) our common stock; and (3) our warrants.


 


The following description
of our units, common stock and warrants is a summary 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 and our Bylaws (the “Bylaws”), each of
which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5  is
a part. We encourage you to read our amended and restated certificate of incorporation, our Bylaws and the applicable provisions of Delaware
General Corporations Law (Title 8, Chapter 1 of the Delaware Code).


 


Terms not otherwise defined
herein shall have the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


General


 


Our certificate of incorporation
currently authorizes the issuance of 125,000,000 shares of Class A common stock, par value $0.0001 per share, 12,500,000 shares of Class
B common stock, par value $0.0001 per share, and 1,250,000 shares of preferred stock, par value $0.0001 per share. As of the date of
this Annual Report, 9,045,456 shares of Class A common stock are issued and outstanding. 2,156,250 shares of Class B common stock are
issued and outstanding. No shares of preferred stock are currently outstanding. The following description summarizes all of the material
terms of our securities. Because it is only a summary, it may not contain all the information that is important to you. For a complete
description you should refer to our amended and restated certificate of incorporation, bylaws, and the form of warrant agreement which
were filed as exhibits to the registration statement for our Initial Public Offering.


 


Units


 


Each unit was offered at a price
of $10.00 and consists of one share of common stock, and one redeemable warrant. Each whole warrant entitles the holder thereof to purchase
one share of our common stock at a price of $11.50 per share, subject to adjustment. 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. This
means 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. In addition, we will not issue fractional shares in connection with an exchange of rights.
Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions
of Delaware Law. As a result, you must hold rights in multiples of seven in order to receive shares for all of your rights upon closing
of a Business Combination.


 


The common stock and warrants
comprising the units began to trade separately on April 7, 2022. Once the shares of common stock and warrants commence
separate trading, holders will have the option to continue to hold units or separate their units into the component pieces. Holders will
need to have their brokers contact our transfer agent in order to separate the units into shares of common stock, warrants, and rights.


 


Common Stock


 


Our holders of record of our
common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote
held to approve our Initial Business Combination, our insiders, officers and directors, have agreed to vote their respective shares
of common stock owned by them, including any shares acquired in the IPO or following our IPO in the open market, in favor of the proposed
Business Combination.


 



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Our amended and restated certificate
of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to
be less than $5,000,001 upon consummation of our Initial Business Combination. Accordingly, we will consummate our Initial
Business Combination only if upon such consummation either our shares are listed on a national securities exchange as contemplated
by Rule 3a51-1(a) under the Exchange Act or we have net tangible assets (as determined in accordance with Rule 3a51-1(g) of the Exchange
Act, or any successor rule) of at least $5,000,001 (in either case, so that we are not subject to the SEC’s “penny stock”
rules) and a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. Further, in connection
with any vote of our stockholders to amend any provisions of our amended and restated certificate of incorporation relating to stockholder’s
rights or pre-Business Combination activity (including the substance or timing within which we have to complete a Business Combination),
we will not be able to amend our amended and restated certificate of incorporation or conduct the related redemption of our pubic shares
if holders of our public shares sought to exercise their redemption rights in connection with such proposal in such an amount that we
would not be able to satisfy the net tangible asset requirement (as described above), unless our shares are listed on a national securities
exchange as contemplated by Rule 3a51-1(a) under the Exchange Act.


 


Notwithstanding the foregoing
description of redemptions rights, 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 its shares with respect to more than an aggregate of 15% of the shares sold in in the IPO, without our prior consent. We believe
the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such
holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant
premium to the then-current market price or on other undesirable terms. Without this provision, a public stockholder holding more than
an aggregate of 15% of the shares sold in our IPO could threaten to exercise its redemption rights against an Initial Business
Combination if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or
on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 15% of the shares sold in the IPO,
we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our Initial
Business Combination, particularly in connection with an Initial Business Combination with a target that requires as a closing
condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’
ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in the
IPO) for or against our Initial Business Combination.


 


Pursuant to our amended and
restated certificate of incorporation, if we do not consummate our Initial Business Combination within 12 months from the closing
of the IPO (or up to 18 months from the closing of the IPO if the extension criteria are met), we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our insiders have agreed to waive their rights to share in any distribution with respect to their insider shares
and private shares, 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 the prescribed time period.


 


We will have 12 months from
the consummation of our Initial Public Offering to consummate an Initial Business Combination. However, if we anticipate
that we may not be able to consummate our Initial Business Combination within 12 months, we may extend the period of time to consummate
a Business Combination up to two (2) successive three (3) month extensions (for a total of up to 18 months to complete a Business Combination).
Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement we entered into with Continental
Stock Transfer & Trust Company, in order to extend the time available for us to consummate our Initial Business Combination,
our board of directors would adopt a resolution authorizing the extension and our Sponsor or its affiliates or designees (which may include
the potential target business), upon five (5) days advance notice prior to the applicable deadline, must deposit into the trust account
$1,500,000 (or $1,725,000 if the underwriters’ over-allotment option is exercised in full) ($0.20 per share) on or prior to the
date of the applicable deadline, for each three (3)-month extension (or up to an aggregate of $3,000,000 (or $3,450,000 if the underwriters’
over-allotment option is exercised in full), or $0.40 per share if we extend for the full six (6) months). Any such payments would be
made in the form of a loan. The definitive terms of the promissory note to be issued in connection with any such loans have not yet been
negotiated. However, any such loans will be non-interest bearing and payable upon the consummation of our Initial Business Combination
or, at the option of the persons or persons funding such amounts convertible into additional warrants at $1.00 per warrant for each dollar
of loan and be exercisable at $11.50 per share.


 



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Our stockholders have no redemption,
preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock,
except that public stockholders have the right to sell their shares to us in any tender offer or have their shares of common stock redeemed
for cash equal to their pro rata share of the trust account if they vote on the proposed Business Combination and the Business Combination
is completed. If we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder’s
rights or pre-Business Combination activity (including the substance or timing within which we have to complete a Business Combination),
we will provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on
the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided by the number of
then outstanding public shares, in connection with any such vote. In either of such events, redeeming stockholders would be paid their
pro rata portion of the trust account promptly following consummation of the Business Combination or the approval of the amendment to
the certificate of incorporation. Public stockholders who sell or redeem their stock into their share of the trust account still have
the right to exercise the warrants that they received as part of the units. If the Business Combination is not consummated or the amendment
is not approved, stockholders will not be paid such amounts.


 


In the event of a liquidation,
dissolution or winding up of the company after a Business Combination, our stockholders at such time will be 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.


 


Founder Shares – Class
B Common Stock


 


The Founder Shares
are identical to the shares of common stock included in the units being sold in our IPO, and our insiders have the same stockholder rights
as public stockholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more
detail below and (ii) our insiders have agreed (A) to vote their Founder Shares and any public shares acquired in or after our
IPO in favor of any proposed Business Combination, (B) not to propose an amendment to our certificate of incorporation that would
affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our Initial Business Combination
within 12 months from the closing of our IPO (or up to 18 months, if we extend the time to complete a Business Combination),
unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, net of taxes payable, divided
by the number of then outstanding public shares, (C) not to redeem any shares (including the Founder Shares) into the right to
receive cash from the trust account in connection with a stockholder vote to approve our proposed Initial Business Combination
(or sell any Founder Shares they hold to us in a tender offer in connection with a proposed Initial Business Combination)
or a vote to amend the provisions of our certificate of incorporation relating to the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our Initial Business Combination within 12 months from the closing of the IPO
(or up to 18 months), and (D) that the Founder Shares shall not be entitled to be redeemed for a pro rata portion of the funds
held in the trust account if a Business Combination is not consummated.


 


Preferred Stock


 


There are no shares of preferred
stock outstanding. Our certificate of incorporation filed with the State of Delaware authorizes the issuance of 100,000,000 shares of
preferred stock, $0.00001 par value per share, with such designation, rights and preferences as may be determined from time to time by
our board of directors. No shares of preferred stock are being issued or registered in the IPO. Accordingly, our board of directors is
empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which
could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting agreement prohibits
us, prior to a Business Combination, from issuing preferred stock which participates in any manner in the proceeds of the trust
account, or which votes as a class with the common stock on our Initial Business Combination. We may issue some or all of the
preferred stock to effect our Initial Business Combination. In addition, the preferred stock could be utilized as a method of
discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred
stock, we reserve the right to do so in the future.


 


Warrants


 


Public Warrants


 


Upon the separation of all
of the public units into their component parts, there will be an aggregate of 8,625,000 public warrants outstanding. Each whole
redeemable warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per full share, subject
to adjustment as discussed below, at any time commencing on the later of 30 days after the completion of an Initial Business Combination
and 12 months from the date of the final prospectus used in our Initial Public Offering. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means only a whole warrant may be
exercised at a 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.


 



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Except as set forth below,
no warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares of common
stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing,
if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within 90 days
from the consummation of our Initial Business Combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless
basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available.
In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal
to the quotient obtained by dividing (x) the product of the number of shares of 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” shall mean the average reported last sale price of the shares of common stock for the 5 trading
days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase 150 shares and the fair
market value on the date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash
consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless
basis. The warrants will expire five years from the consummation of a Business Combination at 5:00 p.m., Eastern Standard Time.


 


We may call the outstanding warrants
for redemption, in whole and not in part:


 


	●	 	at any time while the warrants are exercisable,
	 	 	 
	●	 	upon not less than 30 days’ prior written notice of redemption to each warrant holder;
	 	 	 
	●	 	if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30-day trading period ending on the third business day prior to the notice of redemption to warrant holders (the “Force-Call Provision”), and
	 	 	 
	●	 	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.


 


If we call the warrants for redemption,
the redemption price shall be either (i) if the holder of a warrant has followed the procedures specified in our notice of redemption
and surrendered the warrant, the number of shares of common stock as determined in accordance with the “cashless exercise”
provisions of the warrant agreement or (ii) if the holder of a warrant has not followed such procedures specified in our notice of redemption,
the price of $0.01 per warrant.


 



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


 


If we call the warrants for redemption
as described above, all holders that wish to redeem or exercise warrants can do so by paying the cash exercise price or on a “cashless
basis.” If a holder elects to exercise the warrant on a “cashless” basis, such a holder would pay the exercise price
by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the
number of shares of 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” shall mean the average
reported last sale price of our common stock for the 5 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. Alternatively, a warrant holder may request that we redeem his, her or its warrants
by surrendering such warrants and receiving the redemption price of such number of shares of common stock determined as if the warrants
were exercised on a “cashless” basis. If the holder neither exercises his, her or its warrants nor requests redemption on
a “cashless” basis, then on or after the redemption date, a record holder of a warrant will have no further rights except
to receive the cash redemption price of $0.01 for such holder’s warrant upon surrender of such warrant. The right to exercise the
warrant will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption.


 


In addition, if (x) we issue
additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our Initial
Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price
or effective issue price to be determined in good faith by our board of directors), (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, and (z) the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading
day prior to the day on which we consummate our Initial Business Combination (“Market Price”) is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Price, and the $18.00 per
share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.


 


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


 


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


 


The warrants may be exercised upon
surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on
the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, 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 shares of common stock and any voting rights until they exercise their warrants and receive shares of common
stock. After the issuance of shares of 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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Except as described above, no public
warrants will be exercisable for cash and we will not be obligated to issue shares of common stock unless at the time a holder seeks to
exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current and the shares
of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder
of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions and to maintain
a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants.
However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating to the shares of
common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to
settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the exercise of the warrants
is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants
reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for
the warrants may be limited and the warrants may expire worthless.


 


Warrant holders may notify us in
writing if it elects to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be
able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess
of 9.8% of the shares of common stock outstanding. Notwithstanding the foregoing, any person who acquires a warrant with the purpose or
effect of changing or influencing the control of our company, or in connection with or as a participant in any transaction having such
purpose or effect, immediately upon such acquisition will be deemed to be the beneficial owner of the underlying shares of common stock
and not be able to take advantage of this provision.


 


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


 


Private Warrants


 


We issued 377,331 private warrants
to our Sponsor in a private placement that was completed simultaneously with our IPO in an amount of $3,772,310. These private warrants
will be identical to the warrants underlying the units sold in our IPO and the terms of the private warrants will remain the same irrespective
of the holder thereof; provided, however, that the private warrants will be subject to the transfer restrictions agreed to in the letter
agreement with our Sponsor. Accordingly, we may redeem the private warrants on the same terms and conditions as the public warrants. Furthermore,
because the private warrants will be issued in a private transaction, the holders and their transferees will be allowed to exercise the
private warrants for cash even if a registration statement covering the shares of common stock issuable upon exercise of such warrants
is not effective and receive unregistered shares of common stock. The warrants will have an exercise price of $11.50 per share.


 


In order to finance transaction
costs in connection with an intended Initial Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into
units, at a price of $10.00 per unit at the option of the lender, upon consummation of our Initial Business Combination. The units would
be identical to the placement units. However, as the units would not be issued until consummation of our Initial Business Combination,
any warrants underlying such units would not be able to be voted on an amendment to the warrant agreement in connection with such Business
Combination.


 


Further, if we anticipate
that we may not be able to consummate our Initial Business Combination within 12 months, we may, but are not obligated to, extend
the period for up to two (2) successive three (3) month periods to consummate a Business Combination. Pursuant to the terms of our amended
and restated certificate of incorporation and the trust agreement we entered into with Continental Stock Transfer and Trust Company,
in order to extend the time available for us to consummate our Initial Business Combination, our board of directors would adopt
a resolution authorizing such extension and our founders or their affiliates or designees (which may include the potential target business)
must deposit into the trust account $1,500,000 (or $1,725,000 if the underwriters’ over-allotment option is exercised in full)
($0.20 per share in either case) on or prior to the date of the applicable deadline for each three (3)-month extension (or up to an aggregate
of $3,000,000 (or $3,450,000 if the underwriters’ over-allotment option is exercised in full), or $0.40 per share if we extend
for the full six (6) months). The providers of such additional funds will receive a non-interest bearing, unsecured promissory note equal
to the amount of any such deposit that will not be repaid in the event that we are unable to close a Business Combination unless there
are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our Initial Business
Combination, or, at the lender’s discretion, converted upon consummation of our Business Combination into additional private units
at a price of $10.00 per unit for each dollar amount deposited. The units would be identical to the placement units.


 



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Dividends


 


We have not paid any cash dividends
on our shares of common stock to date and do not intend to pay cash dividends prior to the completion of a 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 a Business Combination. The payment of any dividends subsequent to a Business Combination will, subject to
the laws of the State of Delaware, be within the discretion of our then board of directors. It is the present intention of our board of
directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate
declaring any cash dividends in the foreseeable future. In addition, our board of directors is not currently contemplating and does not
anticipate declaring any share dividends in the foreseeable future.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our units
and common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State Street Plaza, New York,
New York 10004.


 


Certain Anti-Takeover Provisions of Delaware Law
and our Amended and Restated Certificate of Incorporation and By-Laws


 


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 authorized but unissued common
stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized
but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of
us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive Forum for Certain Lawsuits


 


Our amended and restated certificate
of incorporation will require that, unless the company consents in writing to the selection of an alternative forum, the Court of Chancery
of the State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative
action or proceeding brought on behalf of the company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,
officer or other employee of the company to the company or the company’s stockholders, (iii) any action asserting a claim against
the company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or our amended
and restated certificate of incorporation or the bylaws, or (iv) any action asserting a claim against the company, its directors, officers
or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, (a) any claim as to which the
Court of Chancery 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), which is vested
in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject
matter jurisdiction, and (b) any action or claim arising under the Exchange Act or Securities Act of 1933, as amended. This provision
may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and
its directors, officers, or other employees.


 


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; conduct of meetings


 


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 delivered to our principal executive offices not later than the close of business on the 90th day nor earlier than the opening
of business on the 120th day prior to the scheduled date of the annual meeting of stockholders. 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.


 


Our bylaws will allow the chairman
of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of
precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer,
delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors
or otherwise attempting to influence or obtain control of us.


 


Class B Common Stock Consent Right


 


For so long as any shares
of Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the
shares of Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision our certificate
of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers,
preferences or relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted
to be taken at any meeting of the holders of Class B common stock may be taken without a meeting, without prior notice and without a
vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class
B common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting
at which all shares of Class B common stock were present and voted.


 



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