Exhibit 4.2


VECTOIQ
ACQUISITION CORP. II


 


DESCRIPTION OF SECURITIES


 


As of the date of
the Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”) of VectoIQ Acquisition
Corp. II, a Delaware corporation (“we,” “us,” “our” or “the company”), of which
this exhibit forms a part, 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 (as defined below) and one-fifth of one redeemable warrant (as defined below), 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 public warrants, with each whole
warrant exercisable for one share of Class A common stock for $11.50 per share (the “warrants”). Defined terms
used herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Pursuant to the Company’s
amended and restated certificate of incorporation (the “Charter”), our authorized capital stock consists of 220,000,000
shares of common stock, including 200,000,000 shares of Class A common stock, $0.0001 par value and 20,000,000 shares of
Class B common stock, $0.0001 par value (“Class B common stock”), and 1,000,000 shares of preferred stock,
$0.0001 par value. The following description summarizes the material terms of our capital stock and does not purport to be complete.
It is subject to, and qualified in its entirety by reference to, the Charter, our by-laws and our warrant agreement, each of which
is incorporated by reference as an exhibit to the Report.


 


Units


 


Each unit consists
of one share of Class A common stock and one-fifth 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, subject to adjustment as described
in the warrant agreement. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number
of shares of Class A common stock.


 


Class A Common Stock


 


Common stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders; provided that prior to our initial business combination,
only holders of our Class B common stock have the right to vote on the election of directors and holders of a majority of
the outstanding shares of Class B common stock may remove a member of the board of directors for any reason. On any other
matter submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common
stock will vote together as a single class, except as required by applicable law or stock exchange rule. These provisions of the
Charter may only be amended if approved by at least 90% of our common stock voting at a stockholder meeting. 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 public shares upon the completion of our initial business combination
at a per-share price which is payable in cash and 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 not previously released to us
to fund our working capital requirements (subject to a limit of $250,000 per year) and/or to pay our taxes (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described in the
Report. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per share amount
we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. Our sponsor, executive officers, directors and director nominees have entered into letter agreements
with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private shares
and public shares in connection with the completion of our business combination or any amendment to the provisions of our amended
and restated certificate of incorporation relating to our pre-initial business combination activity and related stockholders’
rights.


 


If we seek stockholder approval, we will
complete our initial business combination only if a majority of the shares of common stock voting at a stockholder meeting are
voted in favor of the business combination. If we seek stockholder approval of our initial business combination and we do not
conduct redemptions in connection with our 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 seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering.
However, we would not be restricting our stockholders’ ability to vote all of their shares for or against our business combination.


 






     


     


    

 


Warrants


 


Each warrant entitles the registered holder
to purchase one share of our 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 or 30 days after the completion
of our initial business combination. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary
of our completion of an initial business combination, or earlier upon redemption or liquidation.


 


No public warrants will be exercisable
for cash unless we have an effective and current registration statement covering the warrant shares issuable upon exercise of
the warrants and a current prospectus relating to such warrant shares. Notwithstanding the foregoing, if a registration statement
covering the issuance of the warrant shares issuable upon exercise of the public warrants is not effective within 90 days
from 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 shall have failed to maintain an effective registration statement or a current prospectus,
exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption
from registration is not available, holders will not be able to exercise their warrants on a cashless basis. In no event will
we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event
that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities
laws.


 


Redemption of Warrants When the Price per Share of Our Class A
Common Stock Equals or Exceeds $18.00


 


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


 


		·	in
                                         whole and not in part;



 


		·	at
                                         a price of $0.01 per warrant;



 


		·	upon
                                         not less than 30 days’ prior written notice of redemption to each warrant
                                         holder; and



 


		·	if,
                                         and only if, the last reported sale price of the shares of our Class A common stock
                                         for any 20 trading days within a 30-trading day period ending three business days before
                                         we send to the notice of redemption to the warrant holders (which we refer to as the
                                         “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock
                                         splits, stock dividends, reorganizations, recapitalizations and the like and certain
                                         issuances of Class A common stock and equity-linked securities).



 


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. However, we will not redeem the warrants unless an effective registration statement under
the Securities Act covering the shares of our Class A common stock issuable upon exercise of the warrants is effective and
a current prospectus relating to those shares of our Class A common stock is available throughout the 30-day redemption period.


 


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. Any such exercise would not be done
on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being
exercised. However, the price of the shares of our Class A common stock may fall below the $18.00 redemption trigger price
(as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A
common stock and equity-linked securities) as well as the $11.50 (for whole shares) warrant exercise price after the redemption
notice is issued.


 


Redemption of Warrants When the Price per Share of Our Class A
Common Stock Equals or Exceeds $10.00


 






     


     


    

 


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


 


		·	in
                                         whole and not in part;



 


		·	at
                                         $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 Class A
                                         common stock (as defined below);



 


		·	if,
                                         and only if, the Reference Value (as defined above under “Redemption of Warrants
                                         When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00”)
                                         equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
                                         recapitalizations and the like and certain issuances of Class A common stock and
                                         equity-linked securities); and



 


		·	if
                                         the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock
                                         dividends, reorganizations, recapitalizations and the like and certain issuances of Class A
                                         common stock and equity-linked securities) the private placement warrants must also be
                                         concurrently called for redemption on the same terms (except as described above with
                                         respect to a holder’s ability to cashless exercise its warrants) as the outstanding
                                         public warrants, as described above.



 


The numbers in the table below represent
the number of shares of our Class A 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 Class A 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 volume-weighted average price of our Class A common stock as reported during the ten trading
days immediately following 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. We
will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period
described above ends.


 


Pursuant to the warrant agreement, references
above to shares of our Class A common stock shall include a security other than shares of our Class A common stock into
which the shares of our Class A common stock have been converted or exchanged for in the event we are not the surviving company
in our initial business combination. The numbers in the table below will not be adjusted when determining the number of shares
of our Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial
business combination.


 


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
or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments”
below. If the number of shares issuable upon exercise of a warrant is adjusted, 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 exercise
price of the warrant after such adjustment and the denominator of which is the exercise price of the warrant immediately prior
to such adjustment. In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts
by a fraction, the numerator of which is the number of shares deliverable upon exercise of the warrant immediately prior to such
adjustment and the denominator of which is the number of shares deliverable upon exercise of the warrant as so adjusted. If the
exercise price of a warrant is adjusted, as a result of raising capital in connection with the initial business combination, the
adjusted stock prices in the column headings will by 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.


 






     


     


    

 


	 	 	 	 	Fair
    Market Value of Our 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	 	 
	60 months	 	 	 	 	0.261	 	 	 	 	 	0.281	 	 	 	 	 	0.297	 	 	 	 	 	0.311	 	 	 	 	 	0.324	 	 	 	 	 	0.337	 	 	 	 	 	0.348	 	 	 	 	 	0.358	 	 	 	 	 	0.361	 	 
	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	 	 	 	 	 	08.280	 	 	 	 	 	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 redemption
date 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 our Class A 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 volume-weighted average price of our Class A common stock as reported during the ten trading
days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 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 Class A 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 volume-weighted average price of our
Class A common stock as reported during the ten trading days immediately following the date on which the notice of redemption
is sent to the holders of the 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 Class A
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 Class A common stock per warrant (subject to adjustment).


 


This redemption feature differs from the
typical warrant redemption features used in many 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 shares of our Class A 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 shares of our Class A common stock are trading at or above $10.00 per share, which may be
at a time when the trading price of our shares of Class A 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 Our Class A
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. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding public warrants,
and therefore have certainty as to our capital structure as the public warrants would no longer be outstanding and would have
been exercised or redeemed. We will be required to pay the applicable 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 public 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 shares of our Class A common stock are 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 shares of our Class A common stock are trading at a price below the exercise price of the warrants,
this could result in the warrant holders receiving fewer Class A common stock than they would have received if they had chosen
to wait to exercise their warrants for Class A common stock if and when such Class A common stock were trading at a
price higher than the exercise price of $11.50.


 


No fractional shares of our Class A
common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a
share, we will round down to the nearest whole number of the number of shares of our Class A common stock to be issued to
the holder. If, at the time of redemption, the warrants are exercisable for a security other than the shares of our Class A
common stock pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination),
the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the
shares of our Class A common stock, the Company (or surviving company) will use its commercially reasonable efforts to register
under the Securities Act the security issuable upon the exercise of the warrants.


 


Redemption
Procedures.   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 shares of our Class A common stock issued and outstanding
immediately after giving effect to such exercise.


 


Anti-dilution
Adjustments.   If the number of outstanding shares of our Class A common stock is increased by
a stock capitalization or stock dividend payable in shares of our Class A common stock, or by a split-up of common stock
or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event,
the number of shares of our 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 “historical fair market value” (as defined below) will be deemed
a stock dividend of a number of shares of our Class A common stock equal to the product of (i) the number of shares
of our 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 our Class A common stock paid in such rights offering and (y) the historical fair
market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for shares
of our 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) “historical
fair market value” means the volume-weighted average price of shares of our Class A common stock as reported during
the ten trading day period ending on the trading day prior to the first date on which the shares of our Class A common stock
trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In addition, if we, at any time while
the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders
of shares of our 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) any cash dividends or cash distributions which, when combined
on a per share basis with all other cash dividends and cash distributions paid on the shares of our Class A common stock
during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted
to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment
to the exercise price or to the number of shares of our Class A common stock issuable on exercise of each warrant) but only
with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to
satisfy the redemption rights of the holders of our Class A common stock in connection with a proposed initial business combination,
(d) to satisfy the redemption rights of the holders of our Class A common stock in connection with a stockholder vote
to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to
allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within 24 months (or 27 months, as applicable) from the closing of this offering or
(B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity,
or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination,
then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount
of cash and/or the fair market value of any securities or other assets paid on each share of our 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 share split or reclassification of our 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 our Class A common stock issuable on exercise of each warrant will be decreased
in proportion to such decrease in outstanding shares of our Class A common stock.


 


Whenever the number of shares of our 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 our 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 our Class A common stock so
purchasable immediately thereafter.


 


In addition, if (x) we issue additional
shares of our 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 our 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 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 completion 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 prior to the day on which we complete 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 $10.00 and $18.00 per share redemption trigger prices described
adjacent to “Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00”
and “Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00” will
be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.


 


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 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 our 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 our Class A common stock
in such a transaction is payable in the form of our 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.


 






     


     


    

 


The warrants will be 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, but requires the approval by the holders of at least 65% of the then-outstanding public warrants to make
any change that adversely affects the interests of the registered holders.


 


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