EX-4.4




 Exhibit 4.4 

DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 

Unless the context otherwise requires, references in this exhibit to “we,” “our,” and the “Company” refer to Fast Radius,
Inc. (formerly known as ECP Environmental Growth Opportunities Corp.) and its consolidated subsidiaries. 
 General 

The following description of the terms of our capital stock and warrants is not complete and is qualified in its entirety by reference to our second amended
and restated certificate of incorporation (the “Charter”), our amended and restated bylaws (the “Bylaws”) and that certain Warrant Agreement, dated as of February 8, 2021, with American Transfer & Trust
Company, LLC, , all of which are attached as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2021, as well as the relevant provisions of the Delaware General Corporation Law
(the “DGCL”). 
 Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the
DGCL. Our authorized capital stock consists of 350,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred
Stock”). No shares of Preferred Stock are issued or outstanding. Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form. 

Common Stock 
 Holders of shares of our Common Stock are
entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. The holders of Common Stock do not have cumulative voting rights in the election of directors. 

Upon the Company’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to any future
holders of preferred stock having liquidation preferences, if any, the holders of Common Stock will be entitled to receive pro rata the Company’s remaining assets available for distribution. Holders of our Common Stock do not have preemptive,
subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to our Common Stock. All shares of our Common Stock that are outstanding are fully paid and
non-assessable. The rights, powers, preferences and privileges of holders of our Common Stock are subject to those of the holders of any shares of our Preferred Stock that the board of directors may authorize
and issue in the future. 
 Preferred Stock 
 There are
no shares of Preferred Stock outstanding. Under the terms of our Charter, our board of directors is authorized to direct the Company to issue shares of Preferred Stock in one or more series without stockholder approval. The Company’s board of
directors has the discretion to determine the rights, designations, powers, preferences, privileges, limitations and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of
each series of Preferred Stock. 
 The purpose of authorizing the Company’s board of directors to issue Preferred Stock and determine its rights and
preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of Preferred Stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could
have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of the outstanding voting stock. Additionally, the issuance of preferred stock may adversely affect the
holders of our Common Stock by restricting dividends on our Common Stock, diluting the voting power of the Common Stock or subordinating the liquidation rights of the Common Stock. As a result of these or other factors, the issuance of preferred
stock could have an adverse impact on the trading price of our Common Stock. 
 Warrants 

There are 15,516,667 warrants outstanding, of which 8,625,000 are public warrants, exercisable for exercisable for one share of Common Stock for $11.50 per
share (“Public Warrants”), 6,266,667 are warrants issued and sold to ENNV Holdings, LLC and Goldman Sachs Asset Management, L.P., in its capacity as investment adviser on behalf of its clients,












 
in private placements that closed substantially concurrently with the closing of the Company’s initial public offering (the “ENNV IPO”) (the “Private Placement
Warrants”) and 625,000 are warrants issued to GSAM in a private placement consummated substantially concurrently with the consummation of the Company’s business combination (the “Forward Purchase Warrants”). Each
Public Warrant and Private Placement Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as discussed below. Only whole warrants are exercisable. The Public Warrants will
expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of the ENNV IPO, or earlier upon redemption. 
 We are not obligated to
deliver any shares of Common Stock pursuant to the exercise of a Public Warrant and have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Common
Stock issuable upon exercise of the Public Warrant is then effective and a current prospectus relating to those shares of Common Stock is available, subject to our satisfying our obligations described below with respect to registration. No Public
Warrant is exercisable for cash or on a cashless basis, and we are not obligated to issue any shares to holders seeking to exercise their Public Warrant, 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 is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such Public Warrant
will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and may expire worthless. In no event will we be required to net cash settle any Public Warrant. 

Redemption of Public Warrants when the price per share of Common Stock equals or exceeds $18.00. Once the Public 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 Common Stock equals or exceeds $18.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Common Stock and equity-linked securities as described below) for any 20 trading days within a
30-trading day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. 



We will not redeem the Public Warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of
Common Stock issuable upon exercise of the Public Warrants is then effective and a current prospectus relating to those shares of Common Stock is available throughout the 30-day Redemption Period, except if
the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public 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. 

We have established the $18.00 redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium
to the Public Warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption
date. However, the price of the Common Stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and for certain issuances of Common Stock and
equity-linked securities as described below) as well as the $11.50 warrant exercise price after the redemption notice is issued. 
 Redemption of Public
Warrants when the price per share of Common Stock equals or exceeds $10.00. Once the Public Warrants become exercisable, we may redeem the outstanding 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 Common Stock (as defined below) except as otherwise described below; 














	•	 	 if, and only if, the last reported sale price of our Common Stock equals or exceeds $10.00 per share (as adjusted
per stock splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like and for certain issuances of Common Stock and equity-linked securities as described above) on the trading day prior to the date on which we send
the notice of redemption to the warrant holders; and 


  

	•	 	 if, and only if, the Private Placement Warrants are also concurrently called for redemption on the same terms as
the outstanding Public Warrants, as described above. 


 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. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of Common Stock
issuable upon a cashless 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, except if the
warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public 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 Public Warrants as set forth above even if the holders are otherwise unable to exercise the warrants. 

The numbers in the table below represent the number of shares of Common Stock that a warrant holder will receive upon exercise in connection with a redemption
by us pursuant to this redemption feature, based on the “fair market value” of our 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 based on the average of the last reported sales price 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, 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. 
 The stock 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 is adjusted as set forth in the first three paragraphs under the heading “-Anti-dilution
Adjustments” below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied 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. The number of shares in the table below shall be adjusted in the same manner and at the same
time as the number of shares issuable upon exercise of a warrant. 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. 

Fair market value of Common Stock 
  

																																					
	Redemption date (period to expiration of warrants)	  	≤10.00	 	  	11.00	 	  	12.00	 	  	13.00	 	  	14.00	 	  	15.00	 	  	16.00	 	  	17.00	 	  	≥18.00	 
	 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 time to expiration 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 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 average
last reported sale price of our Common Stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of warrants is $11 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 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 average last reported sale price of our Common Stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of 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 Common Stock for each whole warrant. In no
event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of 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 Common Stock. In no event will the warrants be exercisable in
connection with this redemption feature for more than 0.361 shares of Common Stock per warrant (subject to adjustment). 
 This redemption feature differs
from the typical warrant redemption features used in 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 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 Common Stock is trading at or above $10.00 per share, which may be at a time when the trading
price of our 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 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 this prospectus. 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 and we will be required to pay the 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 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 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 Common Stock than they would
have received if they had chosen to wait to exercise their warrants for Common Stock if and when such Common Stock trades at a price higher than the exercise price of $11.50 per share. 

No fractional shares of Common Stock will be issued upon exercise. 

Anti-dilution Adjustments. If the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or
by a split-up of shares of 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
Common Stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of Common Stock. 
 If the
number of outstanding shares of our Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of 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 Common Stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Common Stock. 

Whenever the number of shares of 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 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 Common Stock so purchasable immediately thereafter. 
 In
case of any reclassification or reorganization of the outstanding shares of Common Stock (other than those described above or that solely affects the par value of such shares of 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 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 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. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such
consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in such
consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with
redemption rights held by stockholders of the company as provided for in the company’s amended and restated certificate of incorporation or as a result of the redemption of shares of Common Stock by the company if a proposed initial business
combination is presented to the stockholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the
Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding
shares of Common Stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the
warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the
consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of 











 
the consideration receivable by the holders of Common Stock in such a transaction is payable in the form of common equity 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 per share consideration
minus Black- Scholes Warrant Value (as defined in the warrant agreement) of the warrant. 
 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 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 holders
of Common Stock. 
 We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the
Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction,
which jurisdiction will be the exclusive forum for any such action, proceeding or claim. Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the
Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. 
 Dividends

 Declaration and payment of any dividend will be subject to the discretion of the Company’s board of directors. The time and amount of dividends
will be dependent upon, among other things, the Company’s business prospects, results of operations, financial condition, cash requirements and availability, debt repayment obligations, capital expenditure needs, contractual restrictions,
covenants in the agreements governing current and future indebtedness, industry trends, the provisions of Delaware law affecting the payment of dividends and distributions to stockholders and any other factors or considerations the Company’s
board of directors may regard as relevant. Dividends may be payable in cash, stock or property of the Company. 
 The Company currently intends to retain
all available funds and any future earnings to fund the development and growth of the business, and therefore does not anticipate declaring or paying any cash dividends on Common Stock in the foreseeable future. 

Anti-Takeover Provisions 
 The Charter and Bylaws contain
provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are
also designed to encourage persons seeking to acquire control of us to first negotiate with the Company’s board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of the stockholders.
However, they also give the Company’s board of directors the power to discourage acquisitions that some stockholders may favor. 
 Authorized but
Unissued Shares 
 The authorized but unissued shares of Common Stock and Preferred Stock are available for future issuance without stockholder
approval, subject to any limitations imposed by the listing standards of NASDAQ. These additional shares may be used for a variety of corporate purposes, including corporate finance transactions, acquisitions and employee benefit plans. The
existence of authorized but unissued and unreserved Common Stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise. 











 Classified Board of Directors 

The Charter provides that the Company’s board of directors is divided into three classes of directors, with the classes to be as nearly equal in number as
possible, and with each director serving a three-year term. As a result, approximately one-third of the Company’s board of directors will be elected each year. The classification of directors makes it
more difficult for stockholders to change the composition of the Company’s board of directors. 
 Stockholder Action; Special Meetings of
Stockholders 
 The Charter provides that stockholders may not take action by written consent, but may only take action at annual or special meetings
of stockholders. As a result, a holder controlling a majority of Company capital stock would not be able to amend the Company’s Bylaws or remove directors without holding a meeting of stockholders called in accordance with the Company’s
Bylaws. Further, the Charter provides that only the chairperson of the Company’s board of directors, the Chief Executive Officer of the Company or a majority of the Company’s board of directors, by resolution, may call special meetings of
Company stockholders, thus prohibiting a Company stockholder from calling a special meeting. These provisions might delay the ability of Company stockholders to force consideration of a proposal or for Company stockholders controlling a majority of
Company capital stock to take any action, including the removal of directors. 
 Advance Notice Requirements for Stockholder Proposals and Director
Nominations 
 In addition, the Bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of
stockholders. Generally, in order for any matter to be “properly brought” before an annual meeting, the matter must be (i) specified in a notice of meeting given by or at the direction of the Company’s board of directors,
(ii) if not specified in a notice of meeting, otherwise brought before the meeting by or at the direction of the Company’s board of directors, or (iii) otherwise properly brought before the meeting by a stockholder present in person
who (A) was a stockholder both at the time of giving the notice and at the time of the meeting, (B) is entitled to vote at the meeting, and (C) has complied with the advance notice procedures specified in the Bylaws or properly made
such proposal in accordance with Rule 14a-8 under the Exchange Act and the rules and regulations thereunder, which proposal has been included in the proxy statement for the annual meeting. Further, for
business to be properly brought before an annual meeting by a stockholder, the stockholder must (i) provide Timely Notice (as defined below) thereof in writing and in proper form to the secretary of the Company and (ii) provide any updates
or supplements to such notice at the times and in the forms required by the Bylaws. To be timely, a stockholder’s notice must be received at, the Company’s principal executive offices not less than 90 days nor more than 120 days prior to
the one-year anniversary of the preceding year’s annual meeting; provided, however, that if the date of the annual meeting is more than 30 days before or more than 30 days after such anniversary
date, notice by the stockholder to be timely must be received, not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made (such
notice within such time periods, “Timely Notice”). 
 Stockholders at an annual meeting or special meeting may only consider proposals or
nominations specified in the notice of meeting or brought before the meeting by or at the direction of the Company’s board of directors or by a qualified stockholder of record on the record date for the meeting, who is entitled to vote at the
meeting and who has delivered written Timely Notice in proper form to the Company’s secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying stockholder actions
that are favored by the holders of a majority of the outstanding voting securities until the next stockholder meeting. 
 Amendment of Charter or
Bylaws 
 The Bylaws provide that the Bylaws may be amended or repealed by a majority vote of the Company’s board of directors or by the holders
of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding shares entitled to vote generally in the election of directors,
voting as a single class. The Charter can be amended in accordance with the DGCL which requires approval by the Company’s board of directors and stockholders of the Company. 











 Limitations on Liability and Indemnification of Officers and Directors 

The Charter and Bylaws provide indemnification and advancement of expenses for the Company’s directors and officers to the fullest extent permitted by the
DGCL, subject to certain limited exceptions. The Company has entered into, or will enter into, indemnification agreements with each of its directors and officers. Under the terms of such indemnification agreements, the Company will be required to
indemnify each of the Company’s directors and officers, if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director of officer of the Company or any of its subsidiaries or was serving at
the request of the Company in an official capacity of another entity. In some cases, the provisions of those indemnification agreements may be broader than the specific indemnification provisions contained under Delaware law. In addition, as
permitted by Delaware law, the Charter and the Bylaws include provisions that eliminate the personal liability of directors for monetary damages resulting from breaches of certain fiduciary duties as a director. The effect of this provision is to
restrict the Company’s rights and the rights of the Company’s stockholders in derivative suits to recover monetary damages against a director for breach of fiduciary duties as a director. 

These provisions may be held not to be enforceable for violations of the federal securities laws of the United States. 

Dissenters’ Rights of Appraisal and Payment 
 Under
the DGCL, with certain exceptions, the Company’s stockholders have appraisal rights in connection with a merger or consolidation of the Company. Pursuant to Section 262 of the DGCL, stockholders who properly demand and perfect appraisal
rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery. 

Stockholders’ Derivative Actions 
 Under the DGCL,
any Company stockholder may bring an action in the Company’s name to procure a judgment in its favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of the Company’s shares at the time of
the transaction to which the action relates. 
 Forum Selection 

The Charter provides that unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will,
to the fullest extent permitted by applicable law, be the sole and exclusive forum for: (i) any derivative action brought by a stockholder on behalf of the Company, (ii) any claim of breach of a fiduciary duty owed by any of the
Company’s directors, officers, stockholders, employees or agents to the Company or the Company’s stockholders, or any claim for aiding and abetting any such alleged breach, (iii) any claim against the Company, its directors, officers
or employees arising under its charter, bylaws or the DGCL, (iv) any claim against the Company, its directors, officers or employees governed by the internal affairs doctrine or (v) any action asserting an “internal corporate
claim” as such term is defined in Section 115 of the DGCL. The Charter designates the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act of 1933, as amended. 
 Transfer Agent and Warrant Agent 

The transfer agent for Common Stock and warrant agent for the warrants is American Stock Transfer & Trust Company, LLC. 

Trading Symbol and Market 
 Our Common Stock and warrants
are listed on NASDAQ under the symbols “FSRD” and “FSRDW”, respectively.