Exhibit
4.5


 


DESCRIPTION
OF SECURITIES


 


As
of December 31, 2020, CM Life Sciences, Inc., (“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 (the “Units”), (ii) Class A common stock, par value $0.0001 per share (“Class A Common Stock”),
and (iii) redeemable warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price
of $11.50.


 


The
following summary includes a brief description of such securities as well as a description of the Company’s Class B
common stock, par value $0.0001 per share (“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 necessary to understand the material terms of the Class A Common Stock. Unless the context otherwise
requires, references to our “Sponsor” are to CMLS Holdings, LLC and references to our “initial stockholders”
are to our Sponsor and certain of our independent directors, as they held our Founder Shares prior to our initial public offering
(the “Initial Public Offering”). The following also summarizes certain provisions of the General Corporation Law of
the State of Delaware (the “DGCL”) and is subject to and qualified in its entirely by reference to the DGCL.


 


General


 


Pursuant
to our second amended and restated certificate of incorporation, we are authorized to issue 400,000,000 shares of common
stock, $0.0001 par value each, including 380,000,000 shares of Class A Common Stock and 20,000,000 shares of Class B
Common Stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each.


 


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. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the shares of Company’s
Class A Common Stock. This means only a whole warrant may be exercised at any given time by a warrant holder. For example,
if a warrant holder holds one-third of one warrant to purchase a share of Class A Common Stock, such warrant will not
be exercisable. If a warrant holder holds three-thirds of one warrant, such whole warrant will be exercisable for one share
of Class A Common Stock at a price of $11.50 per share. No fractional warrants have been issued upon separation of the units
and only whole warrants trade.


 


Common
Stock


 


Stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A
Common Stock and holders of Class B Common Stock will vote together as a single class on all matters submitted to a vote of our
stockholders except as required by law. Unless specified in our second amended and restated certificate of incorporation, or as
required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares
of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is
divided into three classes, each of which will generally serve for a term of three years with only one class of directors being
elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders
of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled
to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because
our second amended and restated certificate of incorporation authorizes the issuance of up to 380,000,000 shares of Class A
Common Stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination)
be required to increase the number of shares of Class A Common Stock which we are authorized to issue at the same time as
our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our initial business
combination. Our board of directors is divided into three classes with only one class of directors being elected in each year
and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.


 






     


     


    

 


In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one
year after our first 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 public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account calculated as of two business days prior to the consummation of our initial business combination, including
interest earned on the funds held in the trust account 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 $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not
be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholders, sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights
with respect to any Founder Shares and public shares they hold in connection with the completion of our initial business combination.
Unlike many special purpose acquisition companies that hold stockholder votes and conduct proxy solicitations in conjunction with
their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial
business combinations even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide
to hold a stockholder vote for business or other legal reasons, we will, pursuant to our second 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 second amended and restated certificate of incorporation requires
these tender offer documents to contain substantially the same financial and other information about our initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction
is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many special
purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and
not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only
if a majority of the shares of common stock voted are voted in favor of our initial business combination. However, the participation
of our sponsor, officers, directors, advisors or their respective 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 initial business combination. For purposes of seeking approval of the majority of our outstanding
shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is
obtained.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our second 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 20% of the shares sold in the Initial Public Offering, 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 our 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 shares in open market transactions, potentially at a loss.


  


If
we seek stockholder approval in connection with our initial business combination, our initial stockholders, sponsor, officers
and directors have agreed to vote any Founder Shares they hold and any public shares purchased during or after the Initial Public
Offering in favor of our initial business combination. As a result, in addition to our initial stockholders’ Founder Shares,
we would need 16,603,126, or 37.5%, of the 44,275,000 public shares sold in the Initial Public Offering to be voted in favor of
an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are
voted). Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or
against the proposed transaction.


 






    2


     


    

 


Pursuant
to our second amended and restated certificate of incorporation, if we are unable to complete our initial business combination
within 24 months from the closing of the Initial Public Offering, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the funds held in the trust account 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 initial stockholders have entered into agreements with us,
pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their
Founder Shares if we fail to complete our initial business combination within 24 months from the closing of the Initial Public
Offering or during any extended period of time that we may have to consummate an initial business combination as a result
of an amendment to our second amended and restated certificate of incorporation (an “Extension Period”). However,
if our initial stockholders or management team acquire public shares in or after the 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 a business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is
made for each class of shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders
with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject
to the limitations described herein.


 


Founder
Shares


 


The
Founder Shares are designated as Class B Common Stock and, except as described below, are identical to the shares of Class A
Common Stock included in the units being sold in the Initial Public Offering, and holders of Founder Shares have the same stockholder
rights as public stockholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described
in more detail below, (ii) our initial stockholders, sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any Founder Shares and public
shares they hold in connection with the completion of our initial business combination, (B) to waive their redemption rights
with respect to any Founder Shares and public shares they hold in connection with a stockholder vote to approve an amendment to
our second amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100%
of our public shares if we have not consummated an initial business combination within 24 months from the closing the Initial
Public Offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial business
combination activity and (C) to waive 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 the
Initial Public Offering 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 such time period,
and (iii) the Founder Shares are automatically convertible into Class A Common Stock concurrently with or immediately
following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described
herein and in our second amended and restated certificate of incorporation. If we submit our initial business combination to our
public stockholders for a vote, our initial stockholders have agreed to vote their Founder Shares and any public shares purchased
during or after the Initial Public Offering in favor of our initial business combination.


 






    3


     


    

 


The
Founder Shares will automatically convert into shares of Class A Common Stock concurrently with or immediately following
the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock
dividends, reorganizations, recapitalizations and the like, and subject to further 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 connection
with our initial business combination, the number of shares of Class A Common Stock issuable upon conversion of all Founder
Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A Common Stock
outstanding after such conversion (after giving effect to any redemptions of shares of Class A Common Stock by public stockholders),
including the total number of shares of Class A Common Stock issued, or deemed issued or issuable upon conversion or exercise
of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the
consummation of the initial business combination (including any forward purchase shares), excluding any shares of Class A Common
Stock or equity-linked securities or rights exercisable for or convertible into shares of Class A Common Stock issued, or
to be issued, to any seller in the initial business combination and any private placement warrants issued to our sponsor, officers
or directors upon conversion of working capital loans, provided that such conversion of Founder Shares will never occur on a less
than one-for-one basis. The term “equity-linked securities” refers to any debt or equity securities that
are convertible, exercisable or exchangeable for our shares of Class A Common Stock issued in a financing transaction in connection
with our initial business combination, including, but not limited to, a private placement of equity or debt.


 


With
certain limited exceptions, the Founder Shares are not transferable, assignable or salable (except to our officers and directors
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 or earlier if, subsequent to our initial
business combination, the closing price of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock capitalizations, 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, and (B) the date following the completion
of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction
that results in all of our stockholders having the right to exchange their Class A Common Stock for cash, securities or other
property. Up to 1,443,750 Founder Shares will be forfeited by our sponsor depending on the exercise of the over-allotment option.


 


Preferred
Stock


 


Our
second amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that
shares of preferred stock may be issued from time to time in one or more series. Our board of directors will be 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
will be 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 shares of 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 preferred shares outstanding at the
date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not
do so in the future. No shares of preferred stock are being issued or registered in the Initial Public Offering.


 


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 12 months from the closing of the Initial Public
Offering and 30 days after the completion of our initial business combination, provided in each case that we have an effective
registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering the shares of
Class A Common Stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit
holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares
are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the
holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class
A Common Stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants have
been 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.


 






    4


     


    

 


We
will not be obligated to deliver any Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to
settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Common Stock
underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a share of
Class A Common Stock upon exercise of a warrant unless the share of Class A Common Stock issuable upon such warrant exercise has
been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder
of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire
worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective
for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit
solely for the share of Class A Common Stock underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial
business combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the
Securities Act, of the Class A Common Stock issuable upon exercise of the warrants. We will use our best efforts to cause the
same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,
until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering
the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business
day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding
the above, if our Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we
may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register or
qualify the shares under applicable blue sky laws to the extent an exemption is not available. 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 this paragraph shall mean the volume weighted average
price of the Class A Common Stock for the 10 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 outstanding warrants (except as described herein with respect to the private
placement warrants):


 


		●	in
                                         whole and not in part;



 


		●	at
                                         a price of $0.01 per warrant;



 


		●	upon
                                         a minimum of 30 days’ prior written notice of redemption to each warrant holder;
                                         and



  


		●	if,
                                         and only if, the closing price of the Class A Common Stock 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 “— Warrants
                                         — Public Stockholders’ Warrants — Anti-Dilution Adjustments”)
                                         for any 20 trading days within a 30-trading day period ending three trading days
                                         before we send the notice of redemption to the warrant holders.



 


We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance
of the 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. None of the private placement warrants will be redeemable by us (except as described below
under the heading “— Warrants — Public Stockholders’ Warrants — Redemption of warrants when the
price per share of Class A Common Stock equals or exceeds $10.00”) so long as they are held by the initial purchasers of
the private placement warrants or their permitted transferees.


 






    5


     


    

 


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
“— 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.


 


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 as described under the heading “— Warrants
                                         — Public Stockholders’ Warrants — Anti-Dilution Adjustments”)
                                         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 as described under the heading “—
                                         Warrants — Public Shareholders’ 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.



 


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.


 






    6


     


    

 
	
        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	 





 


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 September 1, 2020. 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.


 






    7


     


    

 


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.


 


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% (as specified by
the holder) of the 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 capitalization or share dividend payable in Class A
Common Stock, or by a split-up of common stock or other similar event, then, on the effective date of such capitalization
or share 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 ordinary stock. A rights offering made to all or substantially
all holders of common stock entitling holders to purchase Class A Common Stock at a price less than the “historical fair
market value” (as defined below) will be deemed a share 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 and (y) the
historical 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) “historical 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 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 all or substantially all of the holders of the Class A Common Stock on account of such Class A Common
Stock (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash
dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions
paid on the Class A Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution
does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions
that resulted in an adjustment to the exercise price or to the number of shares of Class A Common Stock issuable on exercise of
each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than
$0.50 per share, (c) to satisfy the redemption rights of the holders of 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 shareholder vote to amend our second amended and restated certificate of incorporation (A) to modify the substance or timing
of our obligation to provide holders of our Class A Common Stock the right to have their shares redeemed 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 the Initial Public Offering or (B) with respect to any other provision relating to the
rights of holders of our Class A Common Stock, 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.


 






    8


     


    

 


If
the number of outstanding shares of Class A Common Stock is decreased by a consolidation, combination, reverse share split or
reclassification of Class A Common Stock or other similar event, then, on the effective date of such consolidation, combination,
reverse share split, reclassification or similar event, the number of shares of Class A Common Stock issuable on exercise of each
warrant will be decreased in proportion to such decrease in outstanding 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 (excluding any issuance of forward purchase shares)
at an issue price or effective issue price of less than $9.20 per share (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 consummation of our initial
business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A Common Stock
during the 20 trading day period starting on the trading day 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 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.


 


In
case of any reclassification or reorganization of the outstanding Class A Common Stock (other than those described above or that
solely affects the par value of such Class A Common Stock), or in the case of any merger or consolidation of us with or into another
corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding Class A Common Stock), or in the case of any sale or conveyance to another corporation or
entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved,
the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the warrants and in lieu of the Class A Common Stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares of Class A Common Stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following
any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately
prior to such event. If less than 70% of the consideration receivable by the holders of Class A Common Stock in such a transaction
is payable in the form of Class A Common Stock in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant
Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional
value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant
to which the holders of the warrants otherwise do not receive the full potential value of the warrants.


 


The
warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of
any holder to cure any ambiguity or correct any defective provision, 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. You
should review a copy of the warrant agreement, which was filed as Exhibit to 10.1 to the Company’s current report on Form
8-K filed with the SEC on September 4, 2020, for a complete description of the terms and conditions applicable to the warrants.


 






    9


     


    

 


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


 


No
fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares
of Class A Common Stock to be issued to the warrant holder.


 


Private
Placement Warrants


 


Except
as described below, the private placement warrants have terms and provisions that are identical to those of the warrants sold
as part of the units in the Initial Public Offering. The private placement warrants (including the Class A Common Stock issuable
upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the
completion of our initial business combination (except pursuant to limited exceptions to our officers and directors and other
persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable
by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees (except
as otherwise set forth herein). The initial purchasers of the private placement warrants, or their permitted transferees, have
the option to exercise the private placement warrants on a cashless basis. If the private placement warrants are held by holders
other than initial purchasers of the private placement warrants or their permitted transferees, the private placement warrants
will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included
in the units being sold in the Initial Public Offering.


 


If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
his, her or its warrants for that number of shares of Class A Common Stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A Common Stock underlying the warrants, multiplied by the excess of the “Purchaser
fair market value” (defined below) over the exercise price of the warrants by (y) the Purchaser fair market value.
For these purposes, the “Purchaser fair market value” shall mean the average reported closing price of the Class A
Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise
is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long
as they are held by the initial purchasers and their permitted transferees is because it is not known at this time whether they
will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities
in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our
securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our
securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly,
unlike public shareholders who could exercise their warrants and sell the Class A Common Stock received upon such exercise freely
in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such
securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds
as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at
a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.


 


Our
initial stockholders have agreed not to transfer, assign or sell any of the private placement warrants (including the Class A
Common Stock issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our
initial business combination, except that, among other limited exceptions, transfers can be made to our officers and directors
and other persons or entities affiliated with the sponsor.


 






    10


     


    

 


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
a 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 condition subsequent to completion of a business combination. The payment of any cash
dividends subsequent to a business combination will be within the discretion of our board of directors at such time. If we incur
any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Amended
and Restated Certificate of Incorporation


 


Our
second amended and restated certificate of incorporation contains certain requirements and restrictions 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 will collectively beneficially own approximately 20% of our common stock,
may participate in any vote to amend our second amended and restated certificate of incorporation and will have the discretion
to vote in any manner they choose. Specifically, our second amended and restated certificate of incorporation provides, among
other things, that:


 


		●	If
                                         we are unable to complete our initial business combination within 24 months from
                                         the closing of the Initial Public Offering, we will (i) cease all operations except
                                         for the purpose of winding up, (ii) as promptly as reasonably possible but no more
                                         than ten business days thereafter, redeem the public shares, at a per-share price,
                                         payable in cash, equal to the aggregate amount then on deposit in the trust account,
                                         including interest earned on the funds held in the trust account 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 in all cases subject to the
                                         requirements of other applicable law;



 


		●	Prior
                                         to our initial business combination, we may not issue additional securities that would
                                         entitle the holders thereof to (i) receive funds from the trust account or (ii) vote
                                         as a class with our public shares (a) on our initial business combination or (b) to
                                         approve an amendment to our second amended and restated certificate of incorporation
                                         to (x) extend the time we have to consummate a business combination beyond 24 months
                                         from the closing of the Initial Public Offering or (y) amend the foregoing provisions;



 


		●	We
                                         are not prohibited from entering into a business combination with a target business that
                                         is affiliated with our sponsor, our directors or our executive officers. 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 which is a member of FINRA or
                                         a valuation or appraisal firm that such a business combination is fair to our company
                                         from a financial point of view. A target will not be deemed an affiliate solely by virtue
                                         of ownership by our sponsor or its affiliates, or any of their or our executive officers
                                         or directors, of less than 10% of its common stock, individually or in the aggregate;



 


		●	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 Exchange Act or our listing on Nasdaq, 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 Nasdaq, Nasdaq rules require
                                         that we must complete one or more business combinations having an aggregate fair market
                                         value of at least 80% of the value of the assets held in the trust account (excluding
                                         the deferred underwriting commissions and taxes payable on the interest earned on the
                                         trust account) at the time of our signing a definitive agreement in connection with our
                                         initial business combination;



 






    11


     


    

 


		●	If
                                         our stockholders approve an amendment to our second amended and restated certificate
                                         of incorporation to modify the substance or timing of our obligation to redeem 100% of
                                         our public shares if we do not complete our initial business combination within 24 months
                                         from the closing of the Initial Public Offering, or 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 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, subject
                                         to the limitations described herein; and



 


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



  


In
addition, our second amended and restated certificate of incorporation provides 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.


 


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


 


We
have opted out of the provisions of Section 203 of the DGCL regulating corporate takeovers. However, our second amended and
restated certificate of incorporation contains similar provisions that will prevent us, 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, provided that our sponsor and its affiliates,
any of its respective direct or indirect transferees who hold at least 15% of our outstanding common stock after such transfer
and any group as to which such persons are party to, do not constitute “interested stockholders” for purposes of this
provision.


 


A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of
our second amended and restated certificate of incorporation 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 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
second amended and restated certificate of incorporation 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 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.


 






    12


     


    

 


Exclusive
forum for certain lawsuits


 


Our
second amended and restated certificate of incorporation requires, unless we consent in writing to the selection of an alternative
forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach
of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting
a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our second amended and
restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors, officers
or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware,
except any claim (A) as to which the Court of Chancery of the State of Delaware 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), (B) which is vested in the exclusive jurisdiction
of a court or forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter
jurisdiction, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent
jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented
to service of process on such stockholder’s counsel. 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, a court may determine that this provision
is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our
directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws
and the rules and regulations thereunder.


 


Notwithstanding
the foregoing, our second amended and restated certificate of incorporation provides that the exclusive forum provision will not
apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts
have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought
to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Additionally, unless we
consent in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution
of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers, other
employees or agents. Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts over
all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly,
there is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions
in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined
that such exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other
than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by
a court in those other jurisdictions. Any person or entity purchasing or otherwise acquiring any interest in our securities shall
be deemed to have notice of and consented to these provisions; however, we note that investors cannot waive compliance with the
federal securities laws and the rules and regulations thereunder.


 


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.


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates
for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be
timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not
later than the close of business on the 90th day nor earlier than the opening of business on the 120th day
prior to the 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 certain requirements as to the form and content of a stockholders’ meeting. These provisions may
preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors
at our annual meeting of stockholders.


 


Action
by written consent


 


Any
action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting
of such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B Common
Stock.


 






    13


     


    

 


Classified
Board of Directors


 


Our
board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered
three-year terms. Our second amended and restated certificate of incorporation provides that the authorized number of directors
may be changed only by resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors
may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting
power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together
as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors,
may be filled only by vote of a majority of our directors then in office.


  


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 the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering,
(ii) private placement warrants, which were issued in a private placement simultaneously with the closing of Initial Public Offering
and the shares of Class A Common Stock underlying such private placement warrants, (iii) private placement warrants that may be
issued upon conversion of working capital loans and (iv) any forward purchase shares that are issued in a private placement simultaneously
with the closing of the initial business combination, have registration rights to require us to register a sale of any of our
securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to
three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.
We will bear the expenses incurred in connection with the filing of any such registration statements.


 




    14