Exhibit 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


As of March 26, 2021,
FAST Acquisition Corp. has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”): (1) our units; (2) our Class A common stock; and (3) our
warrants.


 


The following description
of our units, Class A common stock, and warrants is a summary and does not purport to be complete. It is subject to and qualified
in its entirety by reference to our amended and restated certificate of incorporation and our Bylaws (the “Bylaws”),
each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is
a part. We encourage you to read our amended and restated certificate of incorporation, our Bylaws and the applicable provisions
of Delaware General Corporations Law (Title 8, Chapter 1 of the Delaware Code).


 


Terms not otherwise
defined herein shall have the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a
part.


 


Description of Units


 


Units


 



Each unit has an offering
price of $10.00 and 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 Class A common stock at a price of $11.50 per share, subject to adjustment
as described in our prospectus (the “Prospectus”). Pursuant to the warrant agreement, a warrant holder
may exercise its warrants only for a whole number of the shares of Company’s Class A common stock. This means only a
whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-half or two-thirds
of one warrant to purchase a share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds
two-halves of one warrant, such whole warrant will be exercisable for one share of Class A common stock at a price of $11.50
per share, subject to adjustment as described in the Prospectus.


 


Description of Class A Common Stock


 


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. Unless specified in our amended and restated certificate of incorporation, or as required by applicable
provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of 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 will generally serve 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.


 


Because our amended
and restated certificate of incorporation authorizes the issuance of up to 380,000,000 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 Class A 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
NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first
full fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold
an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is
made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior
to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL,
which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of
our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of
Chancery in accordance with Section 211(c) of the DGCL.


 






    


    




    

 


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, 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 funds held
in the trust account (net of permitted withdrawals), divided by the number of then outstanding public shares, subject to the limitations
described herein. The amount in the trust account is initially anticipated to be $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. The redemption rights will include the requirement that a beneficial holder must identify itself
in order to validly redeem its shares. Our initial stockholders, 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 public shares
they hold in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies
that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide
for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not
required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other
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 reasons, we will, like many special purpose acquisition 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 of common stock voted are voted in favor of our
initial business combination. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated
transactions (as described in the Prospectus), if any, could result in the approval of our initial business combination even if
a majority of our public stockholders vote, or indicate their intention to vote, against such initial business combination. For
purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the approval
of our initial business combination once a quorum is obtained.


 


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 redeeming its shares with respect to Excess Shares,
without our prior consent. 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 our initial business combination. And, 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
shares in open market transactions, potentially at a loss.


 


If we seek stockholder
approval in connection with our initial business combination, our initial stockholders, sponsor, officers and directors have agreed
to vote any founder shares they hold and any public shares purchased during or after our initial public offering (the “Public
Offering”) in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares, we would need 7,500,001, or 37.5%, of the 20,000,000 public shares sold in the Public Offering to be voted in favor
of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares
are voted and the over-allotment option is not exercised). Additionally, each public stockholder may elect to redeem their public
shares irrespective of whether they vote for or against the proposed transaction.


 






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Pursuant to our amended
and restated certificate of incorporation, if we do not complete our initial business combination within 24 months from the closing
of the Public Offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
(net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case
to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial
stockholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months
from the closing of the Public Offering or during any Extension Period. However, if our initial stockholders or management team
acquire public shares in or after the Public Offering, they will be entitled to liquidating distributions from the trust account
with respect to such public shares if we fail to complete our initial business combination within the allotted time period.


 


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 (net of permitted withdrawals), divided by the number of then
outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.


 


Description of Warrants


 


	1.	Public Stockholders’ 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 described in the Prospectus, at any time commencing on the later of 12 months from the closing of the Public Offering and 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 shares of 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. Accordingly, unless you purchase at least two units, you will not be able to receive or trade a whole warrant. 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.


 


Redemption of warrants
for cash


 


Once the warrants become
exercisable, we may call the warrants for redemption for cash:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon not less than 30 days’ prior written
notice of redemption (the “30-day redemption period”) to each warrant holder; and



 


		●	if, and only if, the last reported sales price of
the common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations
and the like) 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.



 


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.


 






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Redemption procedures and cashless exercise


 


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 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 last reported sales 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.


 


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) and (ii) one minus the quotient of (x) the price per share of Class A common stock
paid in such rights offering and (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
a stockholder vote to amend 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 required time period
or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination activity,
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 share 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
below under “Redemption of warrants for cash” 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. 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 (a) the terms of the warrants may be amended without the consent of any holder (i)
for the purpose of curing any ambiguity, or curing or, correcting or supplementing any defective provision contained therein or
adding or changing any other provisions with respect to matters or questions arising thereunder as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the registered holders of the warrants, and (ii)
to provide for the delivery of an alternative issuance described above and (b) all other modifications or amendments require the
vote or written consent of at least 65% of the then outstanding public warrants and, solely with respect to any amendment to the
terms of the private placement warrants or warrants issued upon conversion of working capital loans or any provision of the warrant
agreement with respect to the private placement warrants or warrants issued upon conversion of working capital loans, at least
65% of the then outstanding private placement warrants and warrants issued upon conversion of working capital loans. You should
review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which the Prospectus
is a part, for a complete description of the terms and conditions applicable to the 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 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. See “Risk Factors — Our warrant agreement will designate the courts of the State of New York or
the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions
and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a
favorable judicial forum for disputes with our company.” 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.


 


	2.	Private Placement 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 (except, among other limited
exceptions as described under the section of the Prospectus entitled “Principal Stockholders — Transfers of Founder
Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with the initial
purchasers of the private placement warrants) and they will not be redeemable by us for cash so long as they are held by the initial
stockholders or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise
the private placement warrants on a cashless basis and the initial purchasers and their permitted transferees will also have certain
registration rights related to the private placement warrants (including the shares of Class A common stock issuable upon exercise
of the private placement warrants), as described below. Except as described in this section, the private placement warrants have
terms and provisions that are identical to those of the warrants being sold as part of the units in the Public Offering, including
that they may be redeemed for shares of Class A common stock. If the private placement warrants are held by holders other
than the initial 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 warrants included in the units being sold in the Public Offering.


 


If holders of the private
placement 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 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 last reported sales 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. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the
initial purchasers or their permitted transferees is because it is not known at this time whether they will be affiliated with
us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market
will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during
specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot
trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders
who could exercise their warrants and sell the shares of Class A common stock received upon such exercise freely in the open
market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to fund working
capital deficiencies and finance transaction costs in connection with an intended initial business combination, our sponsor or
an affiliate of our sponsor or certain of our officers and directors 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 placement warrants.


 


Our initial stockholders
have agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock issuable
upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination,
except that, among other limited exceptions as described under the section of the Prospectus entitled “Principal Stockholders —
Transfers of Founder Shares and Private Placement Warrants,” transfers can be made to our officers and directors and other
persons or entities affiliated with the sponsor.


 


 


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