Exhibit 4.5


 


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


OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED


 


As of December 31, 2020,
Live Oak Acquisition Corp. II (“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 Class A common stock, $0.0001 par value per share (“Class A common stock”), (ii) its warrants,
exercisable for one share of class A common stock for $11.50 per share, and (iii) its units, consisting of one share of Class A
common stock and one-third of one warrant to purchase one share of Class A common stock. In addition, this Description of Securities
also contains a description of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common
stock” or “founder shares”), which is not registered pursuant to Section 12 of the Exchange Act but is convertible
into shares of the Class A common stock. The description of the Class B common stock is necessary to understand the material terms
of the Class A common stock.


 


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, 10,000,000 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.


 


As of March 25,
2021, the Company has 25,300,000 shares of Class A common stock issued and outstanding and 6,325,000 shares of Class B common stock
issued and outstanding.


 


Defined terms used herein
and not defined herein shall have the meaning ascribed to such terms in the Company’s annual report.


 


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 our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this Report.
Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade.


 


Common Stock


 


Common stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of record of the
Class A common stock and holders of record of the Class B common stock will vote together as a single class on all matters submitted
to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law. 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
NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first
full fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an
annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made
by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to
the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which
requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial
business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in
accordance with Section 211(c) of the DGCL.


 


We will provide our
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of
two business days prior to the consummation of our initial business combination, including interest earned on the funds held in
the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares,
subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00
per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced
by deferred underwriting commissions we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter
agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any
public shares held by them in connection with the completion of our initial business combination. We will provide our public stockholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) without a stockholder
vote by means of a tender offer. If we seek stockholder approval, we will complete our initial business combination only if a majority
of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting
will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a
majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If we
conduct redemptions by means of a tender offer, the tender offer documents will contain substantially the same financial and other
information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules.


 


If we seek stockholder
approval, the participation of our sponsor, officers, directors, advisors or any of their affiliates in privately negotiated transactions
(as described in this Report), 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. We intend to give approximately 30 days’ (but not less than 10 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 provides that a public stockholder, together
with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we would
not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell
such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to
the Excess Shares if we complete the initial business combination. And, as a result, such stockholders will continue to hold that
number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market transactions,
potentially at a loss.


 


If we seek stockholder
approval in connection with our initial business combination, pursuant to a letter agreement, our sponsor, 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.


 






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Additionally, each
public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction
or whether they were a stockholder on the record date for the stockholder meeting held to approve 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 December 7, 2022, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10
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 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), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate
and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our sponsor, 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 December 7, 2022. 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, including interest (which will be net of taxes paid by us) upon the completion of our initial
business combination, subject to the limitations described herein.


 


Redeemable Warrants


 


Each whole warrant
entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of December 7, 2021 and 30 days after the completion of our initial business
combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of Class A common
stock. This means only a whole warrant may be exercised at a given time by a warrantholder. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three 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 current prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class
A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered,
qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder
of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event
will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised
warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase price for the
unit solely for the share of Class A common stock underlying such unit.


 






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


 


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 call the warrants for redemption:


 


		●	in whole and not in part;
	 	 	 



		●	at a price of $0.01 per warrant;
	 	 	 



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



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



 


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


 


We have established
the last of the redemption criteria 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.


 


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” (as defined below) of our
Class A common stock except as otherwise described below;
	 	 	 



		●	if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public
share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20
trading days within the 30-trading day period ending three trading days before we send the notice of redemption to the warrant
holders; and
	 	 	 



		●	if the closing price of our Class A common stock for any 20 trading days within a 30-trading day
period ending three trading days before we send notice of redemption to the warrant holders 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), the private placement warrants
must also be concurrently called for redemption on the same terms as the outstanding public warrants.



 






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Beginning on the date
the notice of redemption is given until the warrants are redeemed or exercised, 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 10 trading days immediately following the date on which the notice of redemption is
sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of
the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later
than one business day after the 10-trading day period described above ends. Pursuant to the warrant agreement, references
above to 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 warrant pursuant to such exercise price adjustment.


 


	Redemption Date (period to expiration of warrants)	 	Fair Market Value of Class A Common Stock
	≤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


 






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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 10 trading
days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share,
and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this
redemption feature, exercise their warrants for 0.277 Class A common stock for each whole warrant. For an example where the exact
fair market value and redemption date are not as set forth in the table above, if the volume weighted average price of our Class
common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders
of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may
choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A common stock for each whole warrant.
In no event will the warrants be exercisable on a cashless basis 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.


 


This redemption feature
differs from the typical warrant redemption features used in 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 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 this Report. 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
and we will be required to pay the 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 Class A common stock are trading at a price below the exercise price of the warrants, this could result in
the warrant holders receiving fewer Class A common stock than they would have received if they had chosen to wait to exercise their
warrants for Class A common stock if and when such Class A common stock were trading at a price higher than the exercise price
of $11.50.


 






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No fractional 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 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 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 exercise of the warrants.


 


Redemption Procedures


 


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


 


Anti-Dilution Adjustments


 


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 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 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 (i) modify the substance or timing of our obligation to provide for the redemption
of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination by December 7, 2022 or (ii) with respect to any other material provisions relating to stockholders’
rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our
failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately
after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid
on each share of 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.


 






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


 


In 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 30 days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value
(as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value
to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which
the holders of the warrants otherwise do not receive the full potential value of the warrants. 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 will be
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 will be filed as an exhibit to the registration statement of which
this Report is a part, 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 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 in this Report, or to correct any defective provision, but requires the approval by the holders of at least a majority
of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of 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 or any
voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class
A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters
to be voted on by stockholders.


 


No fractional shares
will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional
interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued
to the warrantholder. As a result, warrantholders not purchasing an even number of warrants must sell any odd number of warrants
in order to obtain full value from the fractional interests that will not be issued.


 






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In addition, if (x)
we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock
(with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any
such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates,
as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation
of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price
of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price, the $18.00 per share redemption trigger price described above under “— Redemption of warrants when the price
per share of Class A common stock equals or exceeds $18.00” 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.


 


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 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.


 


Our Amended and Restated Certificate
of Incorporation


 


Our amended and restated
certificate of incorporation contains certain requirements and restrictions relating to our initial public offering that will apply
to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the
holders of 65% of our common stock. Our initial stockholders, who collectively beneficially own 20% of our common stock, will 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. Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 


		●	if we are unable to complete our initial business combination by December 7, 2022, we will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business
days thereafter subject to lawfully available funds therefor, 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 earned on the funds held in the
trust account and not previously released to us to pay our 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), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate
and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law;
	 	 	 
	




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		●	prior to our initial business combination, we may not issue additional shares of capital stock
that would entitle the holders thereof to (i) receive funds from the trust account, (ii) vote on any initial business combination
or (iii) vote on matters related to our pre-initial business combination activity;
	 	 	 



		●	although we do not intend to enter into an initial 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 directors, will obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions, that such an initial 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 legal 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; whether or not we maintain our registration
under the our Exchange Act or our listing on the NYSE, we will provide our public stockholders with the opportunity to redeem their
public shares by one of the two methods listed above;
	 	 	 



		●	so long as we obtain and maintain a listing for our securities on the NYSE, NYSE rules require
that we must consummate an initial business combination with one or more operating businesses or assets with a fair market value
equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes,
if permitted, and excluding the amount of any deferred underwriting commissions);
	 	 	 



		●	if our stockholders approve an amendment to our amended and restated certificate of incorporation
to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an
initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by December
7, 2022 or (B) with respect to any other material provisions 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
Class A 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 earned on the funds held in the trust account and not previously released to us to pay
our taxes, divided by the number of then outstanding public shares; and
	 	 	 



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



 


In addition, our amended
and restated certificate of incorporation provides that we will only redeem our public shares so long as (after such redemption)
our net tangible assets will be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination
and after payment of deferred underwriters’ fees and commissions.


 


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


 


We will be subject to the provisions of Section 203 of the DGCL
regulating corporate takeovers upon completion of our initial public offering. 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;



 


	




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	 	●	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 initial 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 amended and restated certificate of incorporation will provide
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 meetings.


 


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.


 


Class B Common Stock Consent Right


 


For so long as any shares of Class B common stock remain outstanding,
we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common stock then outstanding,
voting separately as a single class, amend, alter or repeal any provision of our certificate of incorporation, whether by merger,
consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative,
participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken at
any meeting of the holders of Class B common stock may be taken without a meeting, without prior notice and without a vote, if
a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B
common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting
at which all shares of Class B common stock were present and voted.


 


Registration Rights


 


The holders of (i)
the founder shares, which were issued in a private placement prior to the closing of our initial public offering, (ii) private
placement warrants, which were issued in a private placement simultaneously with the closing of our initial public offering and
the shares of Class A common stock underlying such private placement warrants and (iii) private placement warrants that may be
issued upon conversion of working capital loans (and their underlying securities) will have registration rights to require us to
register a sale of any of our securities held by them pursuant to a registration rights agreement signed on December 7, 2020. These
holders of these securities are entitled to make up to three demands, excluding short form registration demands, that we register
such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights
to include their securities in other registration statements filed by us, subject to certain limitations. We will bear the expenses
incurred in connection with the filing of any such registration statements.


 


 


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