Exhibit 4.5


 


DESCRIPTION OF REGISTRANT’S SECURITIES


 


The following summary of Healthcare Capital Corp’s
securities is based on and qualified by the Company’s Amended and Restated Articles of Incorporation (the “Amended and Restated
Charter”). References to the “Company” and to “we,” “us,” and “our” refer to Healthcare
Capital Corp. This summary refers to the terms of the securities in place prior to the closing of the Business Combination on March 7,
2022.


 


General


 


As of December 31, 2021, the Company
is authorized to issue 110,000,000 shares of common stock, par value $0.0001, including 100,000,000 shares of Class A common stock
and 10,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, par value $0.0001. As of December
31, 2021 there are 27,500,000 shares of Class A common stock outstanding, 6,875,000 shares of Class B common stock outstanding, and
no shares of preferred stock currently outstanding.


 


Units


 


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


 


Common Stock


 


Class A Shares


 


Stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders of Class B
common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required by law. Unless
specified in our certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange
rules, the affirmative vote of a majority of our shares of Class A and Class B common stock that are voted is required to approve any
such matter voted on by our stockholders. Our board of directors will be divided into three classes, each of which will generally serve
for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the
election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all
of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of
funds legally available therefor.


 


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


 


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


 






    


     


    

 


If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming any Excess Shares, without our consent. However, we would not
be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our
initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on
the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete
the business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order
to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 


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


 


Class B Shares


 


Except as described herein, the
shares of Class B Common stock (“founder shares”) are identical to the shares of Class A Common stock, and holders of the
founder shares have the same stockholder rights as public shareholders, except that (i) the founder shares are subject to certain
transfer restrictions, as described in more detail below, (ii) our initial stockholders, officers and directors have entered into
agreements with us, pursuant to which they have agreed to waive (A) their redemption rights with respect to any founder shares and
any public shares held by them in connection with the completion of our initial business combination, (B) their redemption rights
with respect to any founder shares and any public shares held by them in connection with a stockholder vote to approve an amendment to
our certificate of incorporation (x) to modify the substance or timing of our obligation to allow redemption in connection with our
initial business combination or certain amendments to our certificate of incorporation or to redeem 100% of our public shares if we do
not complete our initial business combination by January 20, 2023 or (y) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity and (C) their rights to liquidating distributions from the trust account
with respect to any founder shares held by them if we fail to complete our initial business combination by January 20, 2023 or during
any extension period, although they will be entitled to liquidating distributions from the trust account with respect to any public shares
they hold if we fail to complete our initial business combination within such time period, (iii) the founder shares are shares of
our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial
business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights
as described herein and (iv) the holders are entitled to registration rights. If we submit our initial business combination to our
public stockholders for a vote, our initial stockholders, officers and directors have agreed pursuant to the letter agreement to vote
any founder shares and any public shares held by them in favor of our initial business combination. Permitted transferees of the founder
shares and private placement warrants and their component securities will be subject to the same restrictions described herein applicable
to the holders of such securities.


 






    


     


    

 


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


 


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


 


Preferred Stock


 


Our amended and restated certificate
of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors
will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other
special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors
will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting
power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors
to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of
us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend
to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public Warrants


 


Each whole warrant entitles the
registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of January 20, 2022 and the completion of our initial business combination, except as described
below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A
common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will
be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will
not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination,
at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






    


     


    

 


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


 


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


 


Once the warrants become exercisable,
we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):


 


	 	●	in whole and not in part;


 


	 	●	at a price of $0.01 per warrant;


 


	 	●	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and


 


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


 


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


 


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


 






    


     


    

 


Anti-Dilution Adjustments


 


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


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or
other shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain
ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a
proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in
connection with a stockholder vote to amend our certificate of incorporation (i) to modify the substance or timing of our
obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have
not completed our initial business combination by January 20, 2023 or (ii) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the
redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will
be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of
any securities or other assets paid on each share of Class A common stock in respect of such event.


 


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


 


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


 






    


     


    

 


In case
of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or
that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with
or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result
in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance
to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with
which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to
such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable
in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder
of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise
price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement)
of the warrant. The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer &
Trust Company, as warrant agent, and us. 


 


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


 


The warrant
holders do not have the rights or privileges of holders of Class A common stock or any voting rights until they exercise their warrants
and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants,
each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.


 


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


 


Private Placement Securities


 


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


 


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


 






    


     


    

 


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


 


Dividends


 


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


 


Listing of Securities


 


Our units,
common stock, and warrants are listed on Nasdaq under the symbols “HCCCU,” “HCCC,” and “HCCCW,” respectively.


 


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


 


We are
subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with:


 


	 	●	a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);


 


	 	●	an affiliate of an interested stockholder; or


 


	 	●	an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.


 


A “business combination” includes a merger or sale of more
than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


	 	●	our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;


 


	 	●	after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or


 


	 	●	on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.


 


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


 






    


     


    

 


Special Meeting of Stockholders


 


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


 


Advance Notice Requirements
for Stockholder Proposals and Director Nominations


 


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


 


Exclusive Forum Selection


 


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


 


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