Exhibit 4.5


 


FOREST
ROAD ACQUISITION CORP.


 


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


 


The following description
is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our second amended
and restated certificate of incorporation (our “certificate of incorporation”) and our by-laws (our “by-laws”),
each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Class A Common Stock


 


The Company is authorized
to issue 300,000,000 shares of our Class A common stock with a par value of $0.0001. Holders of the Company’s Class A common
stock are entitled to one vote for each share. At December 31, 2020, there were 37,500,000 shares of common stock outstanding,
including


 


		●	30,000,000 shares of Class A common stock underlying
units issued as part of our initial public offering; and



 


		●	7,500,000 shares of Class B common stock held
by our initial stockholders.



 


Common stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of 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 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 amended
and restated certificate of incorporation authorizes the issuance of up to 300,000,000 shares of Class A common stock,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to
increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders
vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination.


 


In accordance with
NYSE 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 NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual
meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election is made by written
consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation
of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires
an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business
combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance
with Section 211(c) of the DGCL.


 






    


     


    

 


We will provide our
public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated
as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held
in the trust account (which interest shall be net of taxes payable), 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 representative of 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 amended and restated certificate of incorporation, conduct the
redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our
initial business combination. Our amended and restated certificate of incorporation 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 or their
affiliates in privately-negotiated transactions (as described in the registration statement in connection with our initial
public offering), 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 amended and restated certificate of incorporation provides that a public stockholder, together with
any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than
an aggregate of 15% of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares,
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 15% 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 our initial public offering in favor of our initial business combination. As a result,
in addition to our initial stockholders’ founder shares, we would need 11,250,001, or 37.5%, of the 30,000,000 public shares
sold in our 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 and the over-allotment option is not exercised). Additionally,
each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.
Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination
by November 30, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than 10 business days thereafter, 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
(which interest shall be net of taxes payable and 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 by November 30, 2022 or any extended period of time that we may have to consummate an initial business combination
as a result of an amendment to our amended and restated certificate of incorporation. However, if our initial stockholders or management
team acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions from the
trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed
time period. In the event of a liquidation, dissolution or winding up of the company after 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 (which interest shall
be net of taxes payable), divided by the number of then outstanding public shares, upon the completion of our initial business
combination, subject to the limitations described herein.


 






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


 


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 (i) 12 months from the closing of our
initial public offering and (ii) 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 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 will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you
purchase at least three units, you will not be able to receive or trade a whole warrant.


 


The warrants will expire
five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption
or liquidation.


 


We will not be obligated
to deliver any 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.


 






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We have not registered
the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as
practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our
best efforts to file with the SEC a registration statement 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 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.


 


Redemption of warrants


 


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


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


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



 


		●	if, and only if, the closing price of the common stock
equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and
the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending
three business days before we send to the notice of redemption to the warrant holders.



 


If and when the warrants
become redeemable by us for cash, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws.


 


We have established
the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants,
each 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 stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


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


 






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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.


 


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


 


In addition, if we,
at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other
assets to the holders of Class A common stock on account of such Class A common stock (or other securities into which
the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy
the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, or
(d) in connection with the redemption of our public shares upon our failure to complete our initial business combination,
then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount
of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect
of such event.


 


If the number of outstanding
shares of 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 share of Class A common stock.


 


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


 


In addition, if (x) we
issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of
Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors
and, in the case of any such issuance to our initial stockholders or their affiliates, without taking into account any founder
shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance), (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for 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 after 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, and the $18.00 per share redemption trigger price will
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 






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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 are 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 a majority 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 an exhibit to the registration statement in connection with our initial public offering,
for a complete description of the terms and conditions applicable to the warrants.


 


The 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.


 






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We have agreed that,
subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement
will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any
such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to claims under
the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive
forum.


 


Units


 


Each unit consists of one share of Class A
common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share
of Class A common stock at a price of $11.50 per share, subject to adjustment as described in this report. 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.


 


Listing of Securities


 


The units, Class A
common stock and warrants are listed on the New York Stock Exchange, or the NYSE. The Class A common stock and warrants comprising the units
began separate trading on January 15, 2021. Holders will need to have their brokers contact our transfer agent in order to separate
the units into Class A common stock and warrants.


 


Our units are listed
on the NYSE, under the ticker symbol “FRX.U”. The Class A common stock and warrants
comprising the units began separate trading on January 15, 2021, under the symbols “FRX” and “FRXWS”, respectively.


 


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


 


 


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