Exhibit 4.5


 


DESCRIPTION OF REGISTRANT’S SECURITIES 


 


The following summary of EdtechX Holdings Acquisition Corp. II’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 EdtechX
Holdings Acquisition Corp. II.” 


 


General 


 


The Company is authorized to issue 60,000,000
shares of common stock, par value $0.0001, including 50,000,000 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 the date of the annual report of which this Exhibit
4.5 forms a part, there are 11,500,000 shares of Class A common stock outstanding, 2,875,000 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. The Class A common stock and warrants separately trade and also trade together included within a unit. 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. 


 


Because our amended and restated certificate of
incorporation authorizes the issuance of up to 50,000,000 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 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. 


 


Our board of directors is divided into three classes
with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual
meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to
hold an annual meeting until one year after our first full fiscal year end following our listing on Nasdaq. We may not hold an annual
meeting of stockholders to elect new directors prior to the consummation of our initial business combination. 


 


We will provide our public stockholders with the
opportunity to convert 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 trust account (less interest to pay our tax obligations), divided
by the number of then outstanding public shares, subject to the limitations described herein.


 




     


     


    

 


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 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 our initial business combination and the redemption
rights as is required under the SEC’s proxy rules. If, however, a 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 shares voted are voted in favor of our initial business
combination.


 


Class B Shares 


 


Except as described herein, the shares of Class B
Common stock are identical to the shares of Class A Common stock, and holders of the Class B shares have the same stockholder
rights as public shareholders, except that (i) the Class B shares are subject to certain transfer restrictions, as described
in more detail below, (ii) our initial stockholders have entered into agreements with us, pursuant to which they have agreed (A) to
waive their redemption rights with respect to their Class B shares and public shares in connection with the completion of our initial
business combination, (B) to waive their redemption rights with respect to their Class B shares and public shares in connection
with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation that would affect 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
required time period, and (C) to waive their rights to liquidating distributions from the trust account with respect to their Class B
shares if we fail to complete our initial business combination within the required time 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 Class B shares are automatically convertible into Class A common stock at the time of
our initial business combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject
to adjustment as described herein, and (iv) have registration rights. If we submit our initial business combination to our public
stockholders for a vote, our initial stockholders, officers and directors have agreed to vote their Class B shares and any public
shares purchased after our initial public offering in favor of our initial business combination.


 


In the case that additional shares of Class A
common stock, or equity-linked securities convertible or exercisable for shares of Class A common stock, such as options, rights
or warrants are issued or deemed issued in excess of the amounts sold in our initial public offering and related to the closing of our
initial business combination, the ratio at which Class B shares will convert into shares of Class A common stock will be adjusted
unless waived by majority of Class B holders so that the number of shares of Class A common stock issuable upon conversion of
all Class B shares will equal, in the aggregate 20% of the sum of the shares of common stock outstanding after completion of our
IPO plus the number of shares of Class A common stock and equity-linked shares issued or deemed issued in connection with our initial
business combination (net of conversions), excluding any shares or equity-linked securities issued, or to be issued, pursuant to the forward
purchase contract, or to any seller in our initial business combination and any warrants issued to our sponsors, officers and directors
or any of their affiliates. 


 


With certain limited exceptions, the Class B
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 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 and (B) the date following the completion of our initial business combination on which we complete a liquidation,
merger, share 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. 


 






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Preferred Stock 





 


There are no shares of preferred stock outstanding.
Our amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that 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 shares of
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 shares of 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 shares of preferred stock issued and outstanding at the date hereof. Although we do not currently intend to issue any 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 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 one year from the closing of our initial public offering or 30 days after the completion of our initial business
combination, provided in each case that we have an effective registration statement under the Securities Act covering the Class A
common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise
their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified
or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. 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 only a whole warrant
may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. 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 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 shares of Class A common stock
issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective within 60 days 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 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. 


 


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 closing 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 three business days before we send to 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. 


 




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If we call the warrants for redemption as described
above, 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 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” for this purpose will mean the average reported
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. 


 


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 their affiliates, 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, inclusive of interest earned on equity held in trust, 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) he volume weighted average trading
price of our common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial
business combination (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 greater of the Market Value
and the Newly Issued Price. 


 


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. 


 


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% (or such other amount as a holder may specify) of the shares of Class A common
stock outstanding immediately after giving effect to such exercise.


 


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) and (ii) one 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 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.


 




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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 amended and restated certificate of incorporation to (i) modify the
substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or certain amendments to our certificate of incorporation prior thereto or to redeem 100% of our public shares if we do not complete our
initial business combination within 18 months from the closing of this offering or (ii) with respect to any other material provisions
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 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 30 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 purpose of such exercise price reduction is to provide additional value
to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders
of the warrants otherwise do not receive the full potential value of the warrants. This formula is to compensate the warrant holder for
the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days
of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an
instrument is available.


 




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Private Warrants 


 


Except as described below, the private placement
warrants have terms and provisions that are identical to those of the public warrants. The private placement warrants (including the Class A
common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after
the completion of our initial business combination and they will be exercisable on a cashless basis and not be redeemable by us so long
as they are held by the original purchasers or their permitted transferees. The holders will have the option to exercise the private placement
warrants on a cashless basis. If the private placement warrants are held by holders other than the original 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 public warrants. 


 


If holders of the Private Warrants elect to exercise
them on a cashless basis, they would pay the exercise price by surrendering his, her or its 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” will mean the average reported 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 warrant exercise is sent
to the warrant agent. 


 


In order to finance transaction costs in connection
with an intended initial business combination, our sponsors, officers, directors or their respective affiliates may, but are not obligated
to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination
entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Warrants. 


 


Dividends 


 


We have not paid any cash dividends on our shares
of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the
discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use
in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future 


 


Listing of Securities 


 


Our units, common stock, and warrants are listed
on Nasdaq under the symbols “EDTXU,” “EDTX,” and “EDTXW,” respectively. 


 


Delaware Anti-Takeover Law 


 


Staggered Board of Directors 


 


Our amended and restated charter provides that
our board of directors will be classified into three classes of directors of approximately equal size. 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. 


 






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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 a co-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 delivered
to our principal executive offices not later than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the scheduled date of the annual meeting of stockholders. In the event that less than
70 days’ notice or prior public disclosure of the date of the annual meeting of stockholders is given, a stockholder’s notice
shall be timely if delivered to our principal executive offices not later than the 10th day following the day on which
public announcement of the date of our annual meeting of stockholders is first made or sent by us. 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. 


 


Authorized but Unissued Shares 


 


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


 


Exclusive Forum 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 our directors, officers
and employees for breach of fiduciary duty and certain other 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 or (C) for which the Court of Chancery does not have subject matter 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 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.


 


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.
In addition, the exclusive forum provision will not apply to actions brought under the Securities Act, or the rules and regulations thereunder.


 


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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