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, Bull Horn Holdings Corp. (“we,” “our,” “us” or the “Company”) had the following
three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”):


 


		(i)	units, consisting of one ordinary share (as defined below) and one warrant (as defined below),



 


		(ii)	ordinary shares, no par value (the “ordinary shares”), and



 


		(iii)	redeemable warrants, with each
whole warrant exercisable for one-half of one ordinary share at an
exercise price of $11.50 per whole share, which exercise price is subject to adjustment as described below (the “warrants”).



 


Pursuant to our amended
and restated memorandum and articles of association, our authorized capital stock consists of an unlimited number of ordinary
shares and an unlimited number of preferred shares, no par value, divided into five classes, Class A through Class E.


 


The
following description summarizes the material terms of our capital stock registered pursuant to Section 12 of the Exchange Act
and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated
memorandum and articles of association, and our warrant agreement,
each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020
(the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used
herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists
of one ordinary share and one redeemable warrant. Each warrant entitles the holder thereof to purchase one-half of one ordinary
share at a price of $11.50 per whole share. Warrants must be exercised for whole ordinary shares.


 


Ordinary Shares 


 


Under the Companies
Act, the ordinary shares are deemed to be issued when the name of the shareholder is entered in our register of members. Our register
of members is maintained by our transfer agent Continental Stock Transfer & Trust Company, which entered the name of Cede &
Co. in our register of members on the closing of our initial public offering as nominee for each of the respective public shareholders.
If (a) information that is required to be entered in the register of members is omitted from the register or is inaccurately entered
in the register, or (b) there is unreasonable delay in entering information in the register, a shareholder of the company, or any
person who is aggrieved by the omission, inaccuracy or delay, may apply to the British Virgin Islands Courts for an order that
the register be rectified, and the court may either refuse the application or order the rectification of the register, and may
direct the company to pay all costs of the application and any damages the applicant may have sustained.


 


At any general meeting
on a show of hands every ordinary shareholder who is present in person (or, in the case of a shareholder being a corporation, by
its duly authorized representative) or by proxy will have one vote for each share held on all matters to be voted on by shareholders.
Voting at any meeting of the ordinary shareholders is by show of hands unless a poll is demanded. A poll may be demanded by shareholders
present in person or by proxy if the shareholder disputes the outcome of the vote on a proposed resolution and the chairman shall
cause a poll to be taken. Prior to the consummation of our initial business combination, the rights attaching to ordinary shares
(including those provisions designed to provide certain rights and protections to our ordinary shareholders) may only be amended
by a resolution of persons holding 65% (or 50% if approved in connection with our initial business combination) of our outstanding
ordinary shares attending and voting on such amendment. Other provisions of our memorandum and articles of association may be amended
prior to the consummation of our initial business combination if approved by a majority of the votes of shareholders attending
and voting on such amendment or by resolution of the directors. Following the consummation of, or in connection with, our initial
business combination, the rights and obligations attaching to our ordinary shares and other provisions of our memorandum and articles
of association may be amended if approved by a majority of the votes of shareholders attending and voting on such amendment or
by resolution of the directors. Our board of directors is divided into two classes, each of which will generally serve for a term
of two 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 shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefore.


 






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We may not currently
intend to hold an annual meeting of shareholders until after we consummate our initial business combination. Therefore, if our
shareholders want us to hold a meeting prior to such consummation, they may requisition the directors to hold one upon the written
request of members entitled to exercise at least 30 percent of the voting rights in respect of the matter for which the meeting
is requested. Under British Virgin Islands law, we may not increase the required percentage to call a meeting above such 30 percent
level.


 


Our memorandum and articles
of association will require us to provide our public shareholders with the opportunity to redeem their shares upon the consummation
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, including interest (net of taxes payable), divided by the number of then outstanding public shares, subject
to the limitations described herein and any limitations (including but not limited to cash requirements) agreed to in connection
with the negotiation of terms of a proposed business combination. 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 shareholders have agreed to waive their redemption rights with respect to their founder shares and public shares in connection
with the consummation of our initial business combination. We intend to obtain shareholder approval in connection with our initial
business combination. If we so decide, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will consummate
our initial business combination only if a majority of the votes of ordinary shareholders who being so entitled attend and vote
at the general meeting are voted in favor of the business combination.


 


Our shareholders are
entitled to receive ratable dividends when, as and if declared by the board of directors out of legally available funds. In the
event of a liquidation or winding up of the company after our initial business combination, our shareholders 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 ordinary shares. Our shareholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our public shareholders
with the redemption rights set forth above.


 


Redeemable Warrants


 


Each warrant entitles
the holder thereof to purchase one-half of one ordinary share at a price of $11.50 per whole share, subject to adjustment
as described in this report, at any time commencing on the later of the completion of an initial business combination and October
29, 2021. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of shares. 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 ordinary shares to be issued to the warrantholder.


 


However, no public warrants
will be exercisable for cash unless we have an effective and current registration statement covering the issuance of the ordinary
shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing,
if a registration statement covering the issuance of the ordinary shares issuable upon exercise of the public warrants is not effective
within 90 days from 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 shall have failed to maintain an effective registration statement, exercise
warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from
registration is not available, holders will not be able to exercise their warrants on a cashless basis. The warrants will expire
five years from the closing of our initial business combination at 5:00 p.m., New York City time or earlier redemption.


 


The private warrants
will be identical to the public warrants underlying the units that were offered in our initial public offering except that such
private warrants will be exercisable for cash (even if a registration statement covering the issuance of the ordinary shares issuable
upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable
by us, in each case so long as they are still held by the initial purchasers or their affiliates. In addition, for as long as the
private warrants are held by Imperial, I-Bankers or Northland or their designees or affiliates, they may not be exercised
after October 29, 2026.


 






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We may call the warrants
for redemption (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant:


 


		●	at any time while the warrants are exercisable,



 


		●	upon not less than 30 days’ prior written notice
of redemption to each warrant holder,



 


		●	if, and only if, the reported last sale price of the
ordinary shares equals or exceeds $16.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations),
for any 20 trading days within a 30 trading day period ending on the third trading business day prior to the notice of redemption
to warrant holders, and



 


		●	if, and only if, there is a current registration statement
in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire
30-day trading period referred to above and continuing each day thereafter until the date of redemption.



 


The right to exercise
will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption
date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant
upon surrender of such warrant.


 


The redemption criteria
for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial
exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price
so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.


 


If and when the warrants
become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares 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 ordinary shares under the blue sky laws of the state
of residence in those states in which the warrants were offered by us in our initial public offering.


 


If we call the warrants
for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to
do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for
that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the
ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is
sent to the holders of warrants. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless
basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called
for redemption, our cash needs at such time and concerns regarding dilutive share issuances.


 


In addition, if (x)
we issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of our
initial business combination at an issue price or effective issue price of less than $9.50 per share (as adjusted for splits, dividends,
rights issuances, subdivisions, reorganizations, recapitalizations and the like) (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, initial shareholders
or their affiliates, without taking into account any founder shares held by them 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 (net of redemptions), and (z) the volume weighted
average trading price of our ordinary shares 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 $9.50 per share, the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of (i) the Market Value and (ii)
the Newly Issued Price, and the $16.50 per share redemption trigger price described below under “Redemption” will be
adjusted (to the nearest cent) to be equal to 165% of the higher of (i) the Market Value and (ii) the Newly Issued Price.


 






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In case of any reclassification
or reorganization of the outstanding ordinary shares (other than those described above or that solely affects the par value of
such ordinary shares), 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 ordinary shares), 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 ordinary shares 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. However, if less than 70% of the
consideration receivable by the holders of ordinary shares in such a transaction is payable in the form of ordinary shares in the
successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market,
or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly
exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced
as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant.
The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction
occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full
potential value of the warrants in order to determine and realize the option value component of the warrant. This formula is to
compensate the warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder
exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market
value where no quoted market price for an instrument is available. The warrants will be issued in registered form under a warrant
agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that
the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision,
but requires the approval, by written consent or vote, of the holders of a majority of the then outstanding warrants in order to
make any change that adversely affects the interests of the registered holders.


 


The warrants will be
issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent,
and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure
any ambiguity or correct any defective provision, but requires the approval, by written consent or vote, of the holders of a majority
of the then outstanding warrants in order to make any change that adversely affects the interests of the registered holders.


 


The exercise price and
number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event
of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants
will not be adjusted for issuances of ordinary shares at a price below their respective exercise prices.


 


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 ordinary shares and any voting
rights until they exercise their warrants and receive ordinary shares. After the issuance of ordinary shares 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 shareholders.


 


Except as described
above, no public warrants will be exercisable and we will not be obligated to issue ordinary shares unless at the time a holder
seeks to exercise such warrant, a prospectus relating to the ordinary shares issuable upon exercise of the warrants is current
and the ordinary shares have been registered or qualified or deemed to be exempt under the securities laws of the state of residence
of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet these conditions
and to maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants until the expiration
of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus relating
to the ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not
be required to settle any such warrant exercise. If the prospectus relating to the ordinary shares issuable upon the exercise of
the warrants is not current or if the ordinary shares is not qualified or exempt from qualification in the jurisdictions in which
the holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants
may have no value, the market for the warrants may be limited and the warrants may expire worthless.


 


Warrant holders may
elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to
exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess
of 9.8% of the ordinary shares outstanding.


 


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 ordinary shares to be issued
to the warrant holder.


 


 


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