Exhibit 4.5


 


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

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of March 25,
2021, KludeIn I 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 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 (the “units”), (ii) its Class A
common stock, $0.0001 par value per share (“Class A common stock”), and (iii) its warrants, with each whole warrant
exercisable for one share of Class A common stock for $11.50 per share (the “warrants”).


 


Pursuant to our amended
and restated certificate of incorporation, our authorized capital stock consists of 300,000,000 shares of common stock, including
280,000,000 shares of Class A common stock, $0.0001 par value and 20,000,000 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. Because it is only a summary, it may not contain all the information that is important to you.


 


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 (the “Report”).


 


Units


 


Each unit consists
of one share of Class A common stock and one-half of one redeemable 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. Only whole warrants are exercisable. No
fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


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 record of the
Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters
submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by
law. 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
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of
two business days prior to the consummation of our initial business combination, including interest earned on the funds held in
the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares,
subject to the limitations described herein. The per-share amount we will distribute to investors who properly redeem their
shares will not be reduced by 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.
We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business
combination or (ii) without a stockholder vote by means of a tender offer. 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 conduct redemptions by means of a tender offer, the tender offer documents will 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 we seek stockholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than
an aggregate of 15% of the shares of common stock sold in our initial public offering, 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. As a result, such stockholders will continue to hold
that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market transactions,
potentially at a loss.


 


In the event of a liquidation,
dissolution or winding up of the Company after an initial 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 stock, 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 stockholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in
the trust account, including interest (which will be net of taxes paid by us) upon the completion of our initial business combination,
subject to the limitations described herein.


 


Redeemable Warrants


 


Each whole warrant
entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to
adjustment as discussed below, at any time commencing on the later of January 11, 2022 and 30 days after the completion of
our initial business combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole
number of Class A common stock.


 


The warrants will expire
five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption
or liquidation.


 


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


 


We have agreed that
as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will
use our best efforts to file with the SEC a registration statement registering the issuance of the shares of Class A common
stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current
prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in 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 60th business day after the closing of our initial business combination or within a specified
period following the consummation of our initial business combination, warrantholders may, until such time as there is an effective
registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise
warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the Securities Act; provided
that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise
their warrants on a cashless basis.


 






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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 warrantholder; 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 ending three business days before we send the notice of redemption to the warrantholders.



 


If and when the warrants
become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the
warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such
registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky
laws of the state of residence in those states in which the warrants were initially offered by us in our initial public offering.


 


If we call the warrants
for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant
to do so on a cashless basis. In determining whether to require all holders to exercise their warrants on a cashless basis, our
management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive
effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our
warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Class A common stock underlying the warrants multiplied by and the excess of the “fair market
value” (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market
value” shall 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, our sponsor and its 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 warrantholders would have been required to use
had all warrantholders been required to exercise their warrants on a cashless basis, as described in more detail below.


 


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.


 


The warrants have certain
anti-dilution and adjustment rights upon certain events.


 


The warrants will be
issued in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a copy of
the warrant agreement, which was filed as an exhibit to the Registration Statement, for a complete description of the terms and
conditions applicable to the warrants. 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.


 






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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 warrantholders do not have the rights or privileges of holders of Class A common stock or
any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares
of Class A common stock upon exercise of the warrants, each holder will be entitled to one 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 of shares of Class A common stock to be
issued to the warrantholder. As a result, warrantholders not purchasing an even number of warrants must sell any odd number of
warrants in order to obtain full value from the fractional interests that will not be issued.


 


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 a Newly Issued 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 sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such
affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date
of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per
share, 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.


 






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