Exhibit 4.2


 


DESCRIPTION
OF SECURITIES


 


As
of December 31, 2020, FirstMark Horizon 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, each consisting of one share of Class A common stock and one-third of
one redeemable warrant, (ii) Class A common stock, par value $0.0001 per share, and (iii) redeemable warrants, each
whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50. In addition, this Description
of Securities also references the company’s Class B common stock, par value $0.0001 per share (the “Class B
common stock” or “founder shares”), which are not registered pursuant to Section 12 of the Exchange Act
but are convertible into Class A common stock. The description of the Class B common stock is included to assist in the
description of the Class A common stock. Unless the context otherwise requires, references to our “sponsor” are to
FirstMark Horizon Sponsor LLC and references to our “initial stockholders” are to our sponsor and our independent directors,
as they held our founder shares prior to our initial public offering (our “IPO”).


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value each,
20,000,000 shares of Class B common stock, $0.0001 par value each, and 5,000,000 shares of undesignated preferred stock, $0.0001
par value each. 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.


 


Units


 


Each unit consists of one share of Class A
common stock and one-third 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 below. Pursuant to the warrant agreement that governs
the warrants (the “warrant agreement”), a warrant holder may exercise its warrants only for a whole number of the company’s
Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder.


 


Holders have the option to continue to hold
units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent
in order to separate the units into shares of Class A common stock and warrants. Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination. 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 and vote together as a single class, except as required
by law; provided, that, prior to our initial business combination, holders of our Class B common stock will have the right to elect
all of our directors and remove members of the board of directors for any reason, and holders of our Class A common stock will
not be entitled to vote on the election of directors during such time. These provisions of our amended and restated certificate
of incorporation may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common
stock voting at a stockholder meeting. 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.


 


Unless specified in our amended and restated
certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of holders
of a majority of the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our
stockholders, and, prior to our initial business combination, the affirmative vote of holders of a majority of the outstanding
shares of our Class B common stock is required to approve the election or removal of directors. Our board of directors will
be 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 Class B common stock 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 authorize the issuance of up to 80,000,000 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.


 






     


     


    

 


In accordance with the corporate governance
requirements of the New York Stock Exchange (the “NYSE”), we are not required to hold an annual meeting until one year
after our first 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 (which interest shall be net of taxes payable),
divided by the number of then issued and 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 the deferred underwriting commissions
we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself
in order to validly redeem its shares. Our initial stockholders, directors and officers 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 held
by them in connection with the completion of our initial business combination or certain amendments to our amended and restated
certificate of incorporation as described herein. Permitted transferees of our initial stockholders, directors or officers will
be subject to the same obligations.


 


Unlike some blank check 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
applicable law or stock exchange listing requirements, if a stockholder vote is not required by applicable law or stock exchange
listing requirements 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
require these tender offer documents to contain substantially the same financial and other information about the initial business
combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of
the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain stockholder approval
for business or other reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial
business combination only if a majority of the outstanding shares of our common stock voted are voted in favor of the 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. However, the participation of our sponsor, directors, officers, advisors or any of their affiliates in
privately-negotiated transactions, 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 business combination. For purposes of seeking
approval of the majority of our issued and outstanding shares of common stock, non-votes will have no effect on the approval of
our initial business combination once a quorum is obtained. We intend to give not less than ten days nor more than 60 days
prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination.
These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will
consummate our initial business combination.


 


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 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 IPO, which we refer to as the “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 the 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 shares in open market transactions,
potentially at a loss.


 






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If we seek stockholder approval in connection
with our initial business combination, our initial stockholders have agreed (and their permitted transferees will agree), pursuant
to the terms of a letter agreement entered into with us, to vote their founder shares and any public shares held by them in favor
of our initial business combination. Our directors and officers have also entered into the letter agreement, imposing similar obligations
on them with respect to public shares acquired by them, if any. Additionally, each public stockholder may elect to redeem its public
shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction.


 


Pursuant to our amended and restated certificate
of incorporation, if we have not completed our initial business combination within 24 months from the closing of our IPO or during
any extended time that we have to consummate a business combination as a result of a stockholder vote to amend our amended and
restated certificate of incorporation (an “Extension Period”), we will (1) cease all operations except for the
purpose of winding up, (2) as promptly as reasonably possible but not 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
(less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the
number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), and (3) 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 a letter agreement 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 our IPO or during any Extension Period. However, if our initial
stockholders, directors acquire public shares, 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 prescribed time period.


 


In the event of a liquidation, dissolution
or winding up of the company after a business combination, our stockholders at such time will be 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 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 interest shall be net of taxes payable), upon the completion of our initial business combination, subject
to the limitations described herein.


 


Founder Shares


 


The founder shares are designated as shares
of Class B common stock and are identical to the shares of Class A common stock included in the units being sold in our IPO,
and holders of founder shares have the same stockholder rights as public stockholders, except that: (1) prior to our initial
business combination, only holders of the founder shares have the right to vote on the election of directors and holders of a majority
of our founder shares may remove a member of the board of directors for any reason; (2) the founder shares are subject to
certain transfer restrictions, as described in more detail below; (3) our initial stockholders, directors and officers have
entered into a letter agreement with us, pursuant to which they have agreed to waive: (i) their redemption rights with respect
to any founder shares and public shares held by them, as applicable, in connection with the completion of our initial business
combination; (ii) their redemption rights with respect to any founder shares and public shares held by them 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 from the closing of our IPO or (B) with respect to
any other provision relating to stockholders’ rights or pre-initial business combination activity; and (iii) their rights
to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial
business combination within 24 months from the closing of our IPO or during any Extension Period (although they will be entitled
to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial
business combination within the prescribed time frame); (4) the founder shares will automatically convert into shares of our Class
A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis,
subject to adjustment pursuant to certain anti-dilution rights, as described in more detail below; and (5) the founder shares
are entitled to registration rights directors and officers. If we submit our initial business combination to our public stockholders
for a vote, our initial stockholders have agreed (and their permitted transferees will agree), pursuant to the terms of a letter
agreement entered into with us, to vote their founder shares and any public shares held by them purchased during or after our IPO
in favor of our initial business combination.


 






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The shares of Class B common stock will automatically
convert into Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a
one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked
securities, are issued or deemed issued in excess of the amounts issued in our IPO and related to the closing of our initial business
combination, the ratio at which the shares of Class B common stock will convert into shares of Class A common stock will be adjusted
(unless the holders of a majority of the issued and outstanding shares of Class B common stock agree to waive such anti-dilution
adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable
upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of
all common stock issued and outstanding upon the completion of our IPO plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities
issued, or to be issued, to any seller in our initial business combination.


 


With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our directors and officers and other persons or entities affiliated
with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of: (A) one year after
the completion of our initial business combination; and (B) subsequent to our initial business combination (x) if the
last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20-trading days within any 30-trading day period commencing
at least 150 days after our initial business combination or (y) the date on which we complete a liquidation, merger,
stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to
exchange their shares of Class A common stock for cash, securities or other property.


 


Preferred Stock


 


Our amended and restated certificate of incorporation
authorizes 1,000,000 shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors are authorized to fix the voting rights, if any, designations, powers, preferences, the
relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors are able to, without stockholder approval, issue shares of preferred stock
with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and
could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could
have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no
shares of preferred stock issued and outstanding at the date hereof.


 


Redeemable Warrants


 


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 discussed below,
at any time commencing on the later of 30 days after the completion of our initial business combination and 12 months from
the closing of our IPO, except as described below. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a given time by
a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants
will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 






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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 covering the issuance of the shares of Class A common stock issuable upon exercise of 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, or a valid exemption from registration is available, including in connection with a cashless exercise
permitted as a result of a notice of redemption described below under “Redemption of warrants when the price per share of
Class A common stock equals or exceeds $10.00.” No warrant will be exercisable for cash or on a cashless basis, and we will
not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such
exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available.
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 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.


 


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 commercially
reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class
A common stock issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to
become effective within 60 business days after the closing of our initial business combination 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. Notwithstanding the above, if our shares of 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, but will use our commercially reasonable
efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event,
each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to
the lesser of (A) 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” (defined below) less the exercise price of the warrants
by (y) the fair market value and (B) 0.361. The “fair market value” as used in the preceding sentence shall mean
the volume weighted average price of the shares of Class A common stock for the ten trading days ending on the trading day prior
to the date on which the notice of exercise is received by the warrant agent.


 


Redemption of warrants when the price
per share of Class A common stock equals or exceeds $18.00.    Once the warrants become exercisable, we
may redeem the 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;



 


		●	if, and only if, the last reported sale price of our
Class A common stock for any 20-trading days within a 30-trading day period ending on the third trading day prior to the date
on which we send 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 adjustments to the number of shares issuable upon exercise or the exercise price
of a warrant as described under the heading “— Redeemable Warrants — Public Stockholders’ Warrants —
Anti-dilution Adjustments”).



 


We will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable
upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available
throughout the 30-day redemption period. 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.


 


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 adjustments to the number of shares issuable upon
exercise or the exercise price of a warrant as described under the heading “— Redeemable Warrants — Public Stockholders’
Warrants — Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption
notice is issued.


 






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Redemption of warrants when the price
per share of Class A common stock equals or exceeds $10.00.    Once the warrants become exercisable, we
may redeem the outstanding 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) except as otherwise described below;



 


		●	if, and only if, the Reference Value (as defined above
under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00”) equals or
exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of
a warrant as described under the heading “— Redeemable Warrants — Public Stockholders’ Warrants —
Anti-dilution Adjustments”); and



 


		●	if the Reference Value is less than $18.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under
the heading “— Redeemable Warrants — Public Stockholders’ Warrants — Anti-dilution Adjustments”),
the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants,
as described above.



 


During the period beginning on the date the
notice of redemption is given, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below
represent the number of shares of Class A common stock that a warrant holder will receive upon such cashless 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 for these purposes based on volume weighted average price of our Class A common stock 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 ten-trading
day period described above ends.


 


Pursuant to the warrant agreement, references
above to Class A common stock shall include a security other than Class A common stock into which the 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 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 share 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 share prices in the column headings will
equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of
shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of
shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the
same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant
is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution
Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price 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 and (b) in the case of an adjustment
pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted share prices
in the column headings will equal the unadjusted share price less the decrease in the exercise price of a war rant pursuant to
such exercise price adjustment.


 






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	 	 	Fair Market Value of Class A 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	 	 	 	0.280	 	 	 	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 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 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 shares of 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 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 shares of 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 shares of Class A common
stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about
to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption feature,
since they will not be exercisable for any shares of Class A common stock.


 






    7


     


    

 


This redemption feature differs from the
typical warrant redemption features used in some 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 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 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 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 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 as of the date of the prospectus related
to our IPO. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants,
and therefore have certainty as to our capital structure as the 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 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 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 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 shares of Class A common stock than they would have received if they had chosen to exercise their warrants
for shares of Class A common stock if and when such shares of Class A common stock were trading at a price higher than the exercise
price of $11.50.


 


No fractional shares of 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 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 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 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 9.8% (or such other amount as a
holder may specify) of the shares of Class A common stock issued and outstanding immediately after giving effect to such exercise.


 


Anti-dilution Adjustments.    If
the number of issued and outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class
A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such
stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will
be increased in proportion to such increase in the issued and outstanding shares of Class A common stock. A rights offering made
to all or substantially all holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price
less than the “historical fair market value” (as defined below) will be deemed a share dividend of a number of shares
of Class A common stock equal to the product of (1) 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
shares of Class A common stock) and (2) one minus the quotient of (x) the price per share of Class A common stock paid
in such rights offering and (y) the historical fair market value. For these purposes, (1) 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 (2) “historical fair market value” means the volume weighted average price of Class
A common stock during the ten-trading day period ending on the trading day prior to the first date on which the shares of Class
A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 






    8


     


    

 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay to all or substantially all of the holders of Class A common stock a dividend or make
a distribution in cash, securities or other assets to the holders of Class A common stock on account of such shares of Class A
common stock (or other 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 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 for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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 Class A common stock in connection with a proposed initial business combination,
(d) to satisfy the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend
our amended and restated certificate of incorporation (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 from the closing of our IPO 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 shares of Class A common stock in respect of such event.


 


If the number of issued and outstanding shares
of Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class
A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion
to such decrease in issued and outstanding shares of Class A common stock.


 


Whenever the number of shares of Class A
common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be
adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of
which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior
to such adjustment and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately
thereafter.


 


In 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 sponsor or its affiliates, without taking into account any founder shares held by our sponsor 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 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, the $18.00 per share redemption trigger prices described above under “— Redemption of warrants when the
price per share of Class A common stock equals or exceeds $18.00” and “— Redemption of warrants when the price
per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of
the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above under
“— Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be
adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 






    9


     


    

 


In case of any reclassification or reorganization
of the issued and outstanding shares of Class A common stock (other than those described above or that solely affects the par value
of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other
than a merger or consolidation in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our issued and outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are
dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms
and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares, stock or other equity 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. However, if such holders were entitled to exercise a right of election as to the kind or amount
of securities, cash or other assets receivable upon such merger or consolidation, then the kind and amount of securities, cash
or other assets for which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount
received per share by such holders in such merger or consolidation that affirmatively make such election, and if a tender, exchange
or redemption offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the
company in connection with redemption rights held by stockholders of the company as provided for in the company’s amended
and restated certificate of incorporation or as a result of the redemption of shares of Class A common stock by the company if
a proposed initial business combination is presented to the stockholders of the company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such
maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued
and outstanding shares of Class A common stock, the holder of a warrant will be entitled to receive the highest amount of cash,
securities or other property to which such holder would actually have been entitled as a stockholder if such warrant holder had
exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Class
A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and
after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in the
warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class A common stock in such
a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately
following such event, and if the registered holder of the warrant properly exercises the warrant within 30 days following
public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on
the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.


 


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 for the purpose of
(i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description
of the terms of the warrants and the warrant agreement set forth above, or defective provision or (ii) adding or changing
any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement
may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants
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 any provision of the
warrant agreement with respect to the private placement warrants, at least 65% of the then outstanding private placement warrants.
You should review a copy of the warrant agreement for a complete description of the terms and conditions applicable to the warrants.


 


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 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 warrants will be issued upon
separation of the units and only whole warrants will trade.


 






    10


     


    

 


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.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock and
warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock
Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors,
officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts
performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct
or bad faith of the indemnified person or entity.


 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains certain requirements and restrictions relating to our IPO that will apply to us until the completion of our initial business
combination. These provisions (other than amendments relating to provisions governing the election or removal of directors prior
to our initial business combination, which require the approval of a majority of at least 90% of the outstanding shares of our
common stock voting in a stockholder meeting) cannot be amended without the approval of the holders of at least 65% of our outstanding
common stock. Our initial stockholders may participate in any vote to amend our amended and restated certificate of incorporation
and will have the discretion to vote in any manner they choose. Unless specified in our amended and restated certificate of incorporation
or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority of the outstanding shares
of our common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial
business combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B common stock is required
to approve the election or removal of directors. Specifically, our amended and restated certificate of incorporation provide, among
other things, that:


 


		●	if we have not completed our initial business combination
within 24 months from the closing of our IPO or during any Extension Period, we will: (1) cease all operations except for
the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem
100% of 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 (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable),
divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) 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;



 


		●	prior to our initial business combination, we may
not issue additional shares of capital stock that would entitle the holders thereof to (1) receive funds from the trust account
or (2) vote pursuant to our amended and restated certificate of incorporation on any initial business combination;



 


		●	although we do not intend to enter into a business
combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from
doing so. In the event we enter into such a transaction, we, or a committee of independent and disinterested directors, will obtain
an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that such
a business combination is fair to our company from a financial point of view;



 


		●	if a stockholder vote on our initial business combination
is not required by law and we do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem
our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with
the SEC prior to completing our initial business combination which contain substantially the same financial and other information
about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;



 


		●	as long as our securities are listed on the NYSE,
our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at
least 80% of the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the
amount of any deferred underwriting discount held in trust);



 






    11


     


    

 


		●	if our stockholders approve an amendment to 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 from the closing of our IPO or (B) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all
or a portion of their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the
number of then issued and outstanding public shares; and



 


		●	we will not effectuate our initial business combination
solely with another blank check company or a similar company with nominal operations.



 


In addition, our amended and restated certificate
of incorporation provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 following such redemptions.


 


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


 


We will be subject to the provisions of Section
203 of the DGCL regulating corporate takeovers upon completion of our IPO. This statute prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with:


 


		●	a stockholder who owns 15% or more of our outstanding
voting stock (otherwise known as an “interested stockholder”);



 


		●	an affiliate of an interested stockholder; or



 


		●	an associate of an interested stockholder, for three
years following the date that the stockholder became an interested stockholder.



 


A “business combination” includes
a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		●	our board of directors approves the transaction that
made the stockholder an “interested stockholder,” prior to the date of the transaction;



 


		●	after the completion of the transaction that resulted
in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at
the time the transaction commenced, other than statutorily excluded shares of common stock; or



 


		●	on or subsequent to the date of the transaction, the
business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written
consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.



 


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


 


Our amended and restated certificate of incorporation
provides that prior to our initial business combination, holders of our Class B common stock will have the right to elect all of
our directors and may remove members of our board of directors for any reason. In addition, it provides that our board of directors
will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board
only by successfully engaging in a proxy contest at two or more annual stockholder meetings.


 






    12


     


    

 


Exclusive Forum for Certain Lawsuits


 


Our amended and restated certificate of incorporation
provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware
shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought
on behalf of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or
agent of our company to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action
asserting a claim against our company or any director, officer or employee of our company arising pursuant to any provision of
the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action asserting a claim against us or
any director, officer or employee of our company governed by the internal affairs doctrine except for, as to each of (1) through
(4) above, any claim (A) as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction
of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within
ten days following such determination) or (B) which is vested in the exclusive jurisdiction of a court or forum other than the
Court of Chancery. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any
liability or duty created by the Securities Act or the Exchange Act or otherwise arising under federal securities laws, for which
the federal district courts of the United States of America shall be the sole and exclusive forum. Although we believe this provision
benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies,
the provision may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders. Furthermore,
the enforceability of choice of forum provisions in other companies’ certificates of incorporation has been challenged in
legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.


 


Special Meeting of Stockholders


 


Our bylaws provide that special meetings
of our stockholders may be called only by a majority vote of our board of directors, by our chief executive officer or by our chairman,
if any.


 


Advance Notice Requirements for Stockholder Proposals and
Director Nominations


 


Our bylaws provide for advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by
or at the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly
brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain
information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less
than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders.
Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice
periods contained therein. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. Our
bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings
which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed.
These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the
acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us.


 


Listing of Securities


 


Our units, Class A common stock and warrants
are listed on the NYSE under the symbols “FMAC.U,” “FMAC” and “FMAC WS,” respectively.


 


 


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