Exhibit 4.5


ENVIRONMENTAL
IMPACT ACQUISITION CORP.


 


The following summary describes
the Class A common stock, Par value $0.0001 per share (“Common Stock”) of Environmental Impact Acquisition Corp. (the “Company,”
“we,” “us,” and “our”), the Redeemable Public Warrants (“Public Warrants”), and the Units,
each consisting of one share of Class A common stock and one-half of one Public Warrant (“Units”) which are the only securities
of the Company registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.


The following description
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 (our “certificate of incorporation”) and our by-laws (our “by-laws”), each of which
is incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


Pursuant to our amended and
restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock,
$0.0001 par value, 20,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred
stock, $0.0001 par value. The following description summarizes the material terms of our capital stock. Because it is only a summary,
it may not contain all the information that is important to you.


Class A Common Stock


As of the date of this
report, 25,875,000 shares of our common stock is outstanding, consisting of: 


		•	20,700,000 shares of our Class A common stock underlying the units issued in our
initial public offering; and



		•	5,175,000 shares of Class B common stock held by our initial stockholders.



Common stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and
holders of the 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 bylaws, 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 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 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 100,000,000 shares of Class A common stock, if we were to enter
into an initial business combination, we may (depending on the terms of such an initial 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 initial
business combination to the extent we seek stockholder approval in connection with our initial business combination.


In accordance with Nasdaq
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 Nasdaq. 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 stockholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of our initial business combination including interest earned on the funds held in the trust account and not previously released to us
to pay our franchise and income taxes, 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 approximately $10.00 per public share. Our sponsor, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any
founder shares and any public shares held by them in connection with the completion of our initial business combination. HB Strategies
has agreed to waive its redemption rights with respect to its founder shares. We will provide our public stockholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection
with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. If we seek stockholder
approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted
in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares
of outstanding capital stock of the company representing a majority of the voting power of all outstanding shares of capital stock of
the company entitled to vote at such meeting. If we conduct redemptions by means of a tender offer, the tender offer documents will contain
substantially the same financial and other information about the initial business combination and the redemption rights as required under
the SEC’s proxy rules.


If we seek stockholder approval,
the participation of our sponsor, officers, directors, advisors or 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 outstanding shares of common
stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. 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 will provide that a public stockholder, together with any
affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined
under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20%
of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we would not be restricting
our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business
combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market.
Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the initial
business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 20% and, in order to dispose
such shares would be required to sell their stock in open market transactions, potentially at a loss.


If we seek stockholder approval
in connection with our initial business combination, pursuant to the letter agreement our initial stockholders, officers and directors
have agreed to vote their founder shares and any public shares purchased during or after our initial public offering (including in open
market and privately negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares, we would need only 7,762,500, or approximately 37.5%, of the 20,700,000 public shares sold in our initial public offering
to be voted in favor of an initial business combination (assuming all outstanding shares are voted) in order to have our initial business
combination approved (assuming the over-allotment option is not exercised). Additionally, each public stockholder may elect to redeem
its public shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described in the
preceding paragraph). Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our initial business
combination by July 13, 2022 (or by January 2023 if we, by resolution of our board, extend the period of time by an additional six months),
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 subject to lawfully available funds therefor, 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
and not previously released to us to pay our franchise and income taxes (less 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), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, 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, officers and directors 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 any founder shares held by
them if we fail to complete our initial business combination by July 13, 2022 (or by January 13, 2023 if we, by resolution of our board,
extend the period of time by an additional six months). However, if our initial stockholders acquire public shares in or after our initial
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 prescribed time period.



     


     


    




In the event of a liquidation,
dissolution or winding up of the company after an initial business combination, our stockholders are entitled to share ratably in all
assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of stock,
if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking
fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity to redeem their public
shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of our
initial business combination, subject to the limitations described herein.


Redeemable Warrants


Each whole warrant entitles
the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as
discussed below, at any time commencing on the later of 12 months from the closing of our initial public offering or 30 days
after the completion of our initial business combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants
only for a whole number of shares of Class A common stock. No fractional warrant 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 shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the
warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with
respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon
exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to
be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions
in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled
to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any
warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such
warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such unit.


We have not registered the
shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable,
but in no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file
with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause
such registration statement to become effective within 60 business days following our initial business combination and to maintain a current
prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant
agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not
effective by the 60th business day after the closing of our initial business combination, warrantholders 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 is at the time of any exercise of a warrant not listed on a national
securities exchange such that it satisfies 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.






     


     


    

 


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


		•	in whole and not in part;



		•	at a price of $0.01 per warrant;



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



		•	if, and only if, the reported last sale price of the Class A common stock equals or
exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20
trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrantholders.



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


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 warrantholder
will be entitled to exercise 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 dividends, reorganizations, recapitalizations and
the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


If we call the warrants for
redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so
on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,”
our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect
on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If
our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for
that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares
of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below)
of the Class A common stock over the exercise price of the warrants by (y) the fair market value. The “fair market value”
shall mean the average reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day
prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option,
the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received
upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner
will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature
is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If
we call our warrants for redemption and our management does not take advantage of this option, our initial stockholders and their permitted
transferees would still be entitled to exercise their private placement warrants (and private placement-equivalent warrants) for
cash or on a cashless basis using the same formula described above that other warrantholders would have been required to use had all warrantholders
been required to exercise their warrants on a cashless basis, as described in more detail below.



     


     


    




A holder of a warrant may
notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class A
common stock outstanding immediately after giving effect to such exercise.


If the number of outstanding
shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of
shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar
event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion to such
increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders
to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number
of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold
in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for Class A common stock) and (ii) one (1) minus the quotient of (x) the price per share of Class A common stock
paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities
convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will
be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (ii) fair market value means the volume weighted average price of Class A common stock as reported during the ten (10) trading
day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.


In addition, if we, at any
time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the
holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into
which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy
the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to
satisfy the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our amended and
restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our Class A common stock
if we do not complete our initial business combination by July 13, 2022 (or by January 13, 2023 if we, by resolution of our board, extend
the period of time by an additional six months) or (e) in connection with the redemption of our public shares upon our failure to
complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective
date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A
common stock in respect of such event.


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


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


In addition, if (x) we
issue additional shares of Class A common stock or securities convertible into or exercisable or exchangeable for shares of Class A
common stock for capital raising purposes in connection with the closing of the 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 its affiliates, without taking
into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance (the “Newly
Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for funding the initial business combination, and (z) the volume weighted average trading price of
the Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates
the business combination (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” 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 shares of Class A common stock (other than those described above or that solely affects the
par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the
holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70%
of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A
common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market,
or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises
the warrant within 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 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 in order to determine and realize the option value component of the warrant. This formula is to compensate the warrant holder
for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days
of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price
for an instrument is available.


The warrants are issued in
registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should
review a copy of the warrant agreement, which was filed as an exhibit to the registration statement in connection with our initial public
offering, for a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms
of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all
other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding public
warrants and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding
private placement warrants.


The warrants may be exercised
upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form
on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price
(or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised.
The warrantholders do not have the rights or privileges of holders of Class A common stock 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 (1) vote for each share held of record on all matters to be voted on by stockholders.


No fractional shares will
be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest
in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the
warrantholder. 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 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. In addition, the warrant
agreement provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United
States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting
a cause of action arising under the Securities Act or the rules and regulations promulgated thereunder.



     


     


    




Units


Each unit consists of one
share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase
one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in the registration statement
in connection with our initial public offering. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for
a whole number of shares of Class A common stock. 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 Class A
common stock and warrants comprising the units began separate trading on March 8, 2021. Once the shares of Class A common stock and
warrants commence separate trading, holders will 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.


Dividends


We have not paid any cash
dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial conditions subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial
business combination will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our
ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


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 claims and losses 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.


Listing


The units, Class A Common Stock and warrants
are listed on The Nasdaq Capital Market, under the ticker symbols “ENVIU”, “ENVI” and “ENVIW”. The
units are currently trading on The Nasdaq Capital Market, and separate trading of the Class A Common Stock and the warrants on The Nasdaq
Capital Market commenced on March 8, 2021.