Exhibit 4.2


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT 

TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 





 


As of December 31, 2020, IG Acquisition Corp. (“we,”
“our,” “us” or the “Company”) had the following three classes of securities registered under
Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Class A common stock, $0.0001
par value per share (“Class A common stock”), (ii) its warrants, with each whole warrant exercisable for one share
of class A common stock for $11.50 per share, and (iii) its units, consisting of one share of Class A common stock and one-half
of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Class A common stock.
In addition, this Description of Securities also contains a description of the Company’s Class B common stock, par value
$0.0001 per share (the “Class B common stock” or “founder shares”), which is not registered pursuant to
Section 12 of the Exchange Act but is convertible into shares of the Class A common stock. The description of the Class B common
stock is necessary to understand the material terms of the Class A common stock.


 





Pursuant to our amended and restated certificate of incorporation,
our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class
B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description
summarizes the material terms of our capital stock.


 


Defined terms used herein but not otherwise defined shall have
the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.


 


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 our Class A 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 Class A common stock. This means that only a whole warrant may be exercised at any given time
by a warrant holder.


 


Common Stock


 


Common stockholders of record are entitled to one vote for each
share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the 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 amended and restated 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 common stock that are voted is
required to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes, each of
which generally serves 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.


 






     


     


    

 


We will provide our public stockholders with the opportunity
to redeem all or a portion of their shares of Class A common stock upon the completion of our initial business combination at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior
to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which
interest shall be net of taxes payable), divided by the number of then outstanding shares of Class A common stock. 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 sponsor, officers and directors have entered into a letter agreement with us, pursuant to
which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in
connection with the completion of our initial business combination. If a stockholder vote is not required by law and we do not
decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate
of incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”),
and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate
of incorporation will require 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 law, or we decide to obtain stockholder approval for business or other legal 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 initial 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 seeking redemption rights with respect to more than an aggregate of 15% of the shares of
Class A common stock sold in our initial public offering without our prior consent, which we refer to as the “Excess Shares.”
However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for
or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence
over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with
respect to the Excess Shares if we complete the initial business combination. And, as a result, such stockholders will continue
to hold that number of shares exceeding 15% and, in order to dispose of such shares would be required to sell their stock in open
market transactions, potentially at a loss.


 






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In the event of a liquidation, dissolution or winding up of
the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available for
distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for
cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the
funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public
shares, upon the completion of our initial business combination, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are designated as Class B common stock and,
except as described below, are identical to the shares of Class A common stock and holders of founder shares 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, (ii) our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us,
pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares and public shares they
hold in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to
any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and
restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if
we have not consummated an initial business combination within the timeframe set forth in our amended and restated certificate
of incorporation with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination
activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares they
hold if we fail to complete our initial business combination within the timeframe set forth in our amended and restated certificate
of incorporation, 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, and (iii) the founder shares
are automatically convertible into Class A common stock upon the consummation of our initial business combination on a one-for-one
basis, subject to adjustment as described herein and in our amended and restated certificate of incorporation. If we submit our
initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder
shares and any public shares purchased during or after our initial public offering in favor of our initial business combination.


 






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The founder shares will automatically convert into shares of
Class A common stock upon the consummation of our initial business combination 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 provided herein.
In the case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection
with our initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares
will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after
such conversion, including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation
to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities
or rights exercisable for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial
business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of working
capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.


 


With certain limited exceptions, the founder shares are not
transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
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 or earlier if, subsequent to our initial business combination, the closing price of the Class A common stock
equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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,
and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital
stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their Class A
common stock for cash, securities or other property.


 


Redeemable Warrants


 


Each whole warrant entitles the registered holder to purchase
one share of 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 12 months from the closing of our initial public offering and 30 days after the completion of our initial business
combination. 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 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 with respect to the 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 a share of Class A common stock upon exercise of a warrant unless the share of
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.


 






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We have agreed that as soon as practicable, but in no event
later than fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file
with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon
exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with
the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon
exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed
to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section
3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if our Class A common stock are at the time of any
exercise of a warrant not listed on a national securities exchange such that they satisfy 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, and in the event we do not so elect, we will 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 call the warrants
for redemption:


 





➤ 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 reported last 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 ending three business days before we send the notice of redemption
to the warrant holders.


 






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If and when the warrants become redeemable
by us for cash, 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.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the 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 Class A
common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


If we call the warrants for redemption, our management will
have the option to require any holder that wishes to exercise his, her or 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 Class A
common stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common
stock (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value”
will mean the average closing 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 holders
of the private placement warrants 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, as described in more detail below.


 






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A holder of a warrant may notify us in
writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant
agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the Class A
common stock outstanding immediately after giving effect to such exercise.


 


If the number of outstanding shares of
Class A common stock is increased by a share capitalization payable in shares of Class A common stock, or by a split-up of
common stock or other similar event, then, on the effective date of such share capitalization, 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 common stock. A rights offering to holders of common stock entitling holders to purchase
Class A common stock at a price less than the fair market value will be deemed a share capitalization 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 and divided by (y) the fair market value. For these purposes (i) if the rights
offering is for securities convertible into or exercisable for shares of 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 shares 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 Class A common stock trades 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 Class A common stock (or other securities 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, or (d) 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
Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of Class A
common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share 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.


 






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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 addition, if (x) we issue additional shares of Class A
common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue
price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance
to our initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders
or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”) (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 volume weighted average trading price of our Class A common stock during the 20 trading day period starting
on the trading day after the day on which we consummate our initial business combination (such price, the “Market Value”)
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
higher of the Market Value and the Newly Issued 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 higher of the Market Value and the Newly Issued Price.


 


In case of any reclassification or reorganization of the outstanding
Class A common stock (other than those described above or that solely affects the par value of such 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
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 Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of Class A common 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 Class A 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 Warrant Value (as defined in the warrant agreement) of the warrant.


 






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The warrants were issued in registered form under a warrant
agreement between Continental Stock Transfer & Trust Company, 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, and that all other modifications or amendments will require the vote or written consent of the holders of at least
a majority of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the private placement
warrants, a majority of the then outstanding private placement warrants.


 


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 Class A common stock. After the issuance of Class A common stock upon exercise of the warrants, each holder
will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


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 Class A common stock to be issued to
the warrant holder.


 


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 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. This provision
applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal
district courts of the United States of America are the sole and exclusive forum.


 


Certain Anti-Takeover Provisions of Delaware Law and our
Amended and Restated 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


 






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➤ 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 will provide
that our board of directors will 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.


 


Our authorized but unissued common stock and preferred stock
are available for future issuances without stockholder approval (including a specified future issuance) 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.


 


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 of 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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