Exhibit 4.6


 


XL FLEET CORP.


DESCRIPTION OF SECURITIES REGISTERED PURSUANT
TO


SECTION 12 OF THE SECURITIES EXCHANGE ACT OF
1934


 


XL
Fleet Corp., a Delaware corporation (“Company,” “we,” “us,” or “our”), has one class of
securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”): our common stock,
$0.0001 par value per share (“Common Stock”). The following summary of the material terms of our securities is not intended
to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our Second Amended and Restated
Certificate of Incorporation (our “Certificate of Incorporation”) and our Amended and Restated Bylaws (our “Bylaws”)
herein, which are filed as exhibits to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”)
as may be amended by a document filed with one of our periodic reports filed with the SEC subsequent to the date of that Annual Report.
We urge you to read each of our Certificate of Incorporation and our Bylaws in their entirety for a complete description of the rights
and preferences of our securities.


 


On December 21, 2020 (the
“Closing Date”), Pivotal Investment Corporation II, a special purpose acquisition company incorporated on March 20, 2019 (“Pivotal”),
consummated a business combination pursuant to that certain Agreement and Plan of Reorganization, dated as of September 17, 2020 (the
“Merger Agreement”), by and among Pivotal, PIC II Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of
Pivotal (“Merger Sub”), and XL Hybrids, Inc., a Delaware corporation (“Legacy XL”). Pursuant to the terms of the
Merger Agreement, a business combination between Pivotal and Legacy XL was effected through the merger of Merger Sub with and into Legacy
XL, with Legacy XL surviving as the surviving company and as a wholly-owned subsidiary of Pivotal (the “Merger” and, collectively
with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, and in connection
with the closing of the Business Combination (the “Closing”), Pivotal Investment Corporation II changed its name to XL Fleet
Corp.


 


Authorized and Outstanding Stock


 


Our Certificate of Incorporation
authorizes the issuance of 351,000,000 shares of Common Stock, $0.0001 par value per share, and 1,000,000 shares of preferred
stock, $0.0001 par value per share. As of March 30, 2021, there were approximately 139,105,704 shares of Common Stock and no shares of
preferred stock outstanding. The outstanding shares of Common Stock are duly authorized, validly issued, fully paid and non-assessable.


 


Common Stock


 


Except
as otherwise required by law, our Certificate of Incorporation or as otherwise provided in any certificate of designation for any series
of preferred stock, the holders of Common Stock possess all voting power for the election of the directors of our board of directors (our
“Board”) and all other matters requiring stockholder action. Holders of Common Stock are entitled to one vote per share on
matters to be voted on by stockholders. There is no cumulative voting. Subject to the rights of any holders of any shares of preferred
stock which may from time to time come into existence and be outstanding, the holders of Common Stock are entitled to the payment of dividends
when and as declared by our Board in accordance with applicable law and to receive other distributions from us. Holders of Common Stock
have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the Common
Stock. Under our Certificate of Incorporation, our Board is divided into three classes, each of which generally serve for a term of three
years with only one class of directors being elected in each year.


 


Under
our Certificate of Incorporation, the affirmative vote of the holders of shares of voting stock representing at least seventy-five percent
(75%) of the voting power of all of the then outstanding shares of the capital stock entitled to vote generally in the election of directors,
voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision inconsistent with, Articles Sixth,
Seventh, Eighth, Ninth and Tenth of our Certificate of Incorporation, which articles generally govern the appointment of directors, the
amendment of our Bylaws, limitation of liability and indemnification, forum selection, and amendments to our Certificate of Incorporation,
respectively. Subject to the rights of the holders of shares of any series of preferred stock then outstanding, any director, or our entire
Board, may be removed from office at any time only for cause and only by the affirmative vote of the holders of at least seventy-five
percent (75%) of the voting power of all of the then-outstanding shares of capital stock entitled to vote at an election of directors,
voting together as a single class.


 






     


     


    

 


Preferred Stock


 


If
we issue preferred stock, such preferred stock would have priority over our Common Stock with respect to dividends and other distributions,
including the distribution of assets upon liquidation. Our Certificate of Incorporation grants our Board the authority, without further
stockholder authorization, to issue from time to time up to 1,000,000 shares of preferred stock in one or more series and to fix
the terms, limitations, voting rights, relative rights and preferences and variations of each series.


 


Warrants


 


As
of December 31, 2020, we had 12,149,117 warrants outstanding, consisting of 249,117 Legacy XL warrants,
7,666,667 public warrants and 4,233,333 private placement warrants.. 


 


Each
outstanding warrant enables the holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment as
discussed below. The warrants will expire at 5:00 p.m., New York City time, five years after the consummation of the Business Combination
or earlier upon redemption or liquidation.


 


We
may call the warrants for redemption (excluding the private placement 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 our Common Stock equals or exceeds $18.00 per share, for any 20 trading days within any 30-day trading period ending on the third 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 shares of common stock underlying such warrants commencing five business days prior to the 30-day trading period 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.


 






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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 shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of our
Common Stock 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. In this case, the “fair market value” shall mean the average
reported last sale price of the shares of our 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. 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 shares of our Common Stock
at the time the warrants are called for redemption, our cash needs at such time and concerns regarding dilutive stock issuances.


 


The
exercise price and number of shares of Common Stock issuable upon 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 shares of Common Stock at a price below the respective exercise prices of the warrants.


 


After
the issuance of shares of Common Stock upon exercise of the warrants, each holder will be entitled to one vote for each share of Common
Stock held of record on all matters to be voted on by stockholders.


 


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 4.9%
or 9.8% (as specified by the holder) of the shares of our Common Stock outstanding immediately after giving effect to such exercise.


 


If
the number of outstanding shares of Common Stock is increased by a share dividend payable in shares of Common Stock, or by a split-up of
shares of Common Stock or other similar event, then, on the effective date of such share dividend, split-up or similar event,
the number of shares of Common Stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding
Common Stock. A rights offering to holders of Common Stock entitling holders to purchase shares of Common Stock at a price less than the
fair market value will be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of
shares of 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 Common Stock) and (ii) one (1) minus the quotient of (x) the price per share
of Common Stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering
is for securities convertible into or exercisable for Common Stock, in determining the price payable for 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 Common Stock as reported during the ten (10) trading day period ending on
the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Common Stock on account of such Common Stock (or other securities into which the warrants are convertible),
other than (a) as described above, or (b) certain ordinary cash dividends, which are dividends of $0.50 or less in any fiscal
year (subject to adjustments), 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 Common Stock in respect
of such event.


 


If
the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification
of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each warrant will be decreased in proportion to such decrease
in outstanding shares of Common Stock. We will not be required to make adjustments to the exercise price for any other events including
the issuance of additional shares of Common Stock other than dividends paid in Common Stock as described above.


 


Whenever
the number of shares of 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 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 Common Stock so purchasable immediately thereafter.


 






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In
the case of any reclassification or reorganization of the outstanding Common Stock (other than those described above or that solely affects
the par value of such 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 Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of ours as an entirety or substantially as an entirety in connection with which we is 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
Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of 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 Common Stock in such
a transaction is payable in the form of Common Stock in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such
event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such
transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined
in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the
warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants
otherwise do not receive the full potential value of the warrants in order to determine and realize the option value component of the
warrant. This formula is to compensate the warrantholder for the loss of the option value portion of the warrant due to the requirement
that the warrantholder 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.


 


No fractional shares
of Common Stock 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 of Common Stock, we will, upon exercise, follow the requirements of the DGCL.


 


Lock-Up Restrictions 


 


Certain
of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods.


 


Certain Anti-Takeover Provisions of Delaware
Law


 


Staggered Board


 


Our
Certificate of Incorporation provides that our Board be classified into three classes of directors of approximately equal size. 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 or
special meetings. Furthermore, because our Board is classified, directors may be removed only with cause by a majority of our outstanding
shares.


 


Special meeting of
stockholders


 


Our
Bylaws provide that special meetings of stockholders may be called only by a majority vote of our Board.


 


Advance notice requirements
for stockholder proposals and director nominations


 


Our
Bylaws provide that stockholders of record seeking to bring business before an 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 our secretary at our principal executive offices not later than the close of
business on the 90th day nor earlier than the open 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 the annual meeting of stockholders
or from making nominations for directors at our annual meeting of stockholders.


 


Authorized but unissued shares


 


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.


 






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Stockholder action
by written consent


 


Our
Certificate of Incorporation and Bylaws provide that any action required or permitted to be a taken by stockholders must be effected at
an annual or special meeting, and may not be taken by written consent (subject to the rights of any preferred stock then outstanding).


 


Exclusive forum selection


 


Our
Certificate of Incorporation requires that unless we consent in writing to the selection of an alternative forum, the Court of Chancery
of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District
of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum
for (i) any derivative action or proceeding brought on behalf of we, (ii) any action asserting a claim of breach of a fiduciary
duty owed by any current or former director, officer, employee or agent of we to we or its stockholders, (iii) any action asserting
a claim against we arising pursuant to any provision of the Delaware General Corporation Law ( the “DGCL”) or our Certificate
of Incorporation or Bylaws (as either may be amended from time to time), (iv) any action or proceeding to interpret, apply, enforce or
determine the validity of our Certificate of Incorporation or Bylaws (including any right, obligation, or remedy thereunder) or (v) any
action asserting a claim against we governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions
in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that, in connection with
claims arising under federal securities laws, a court could find the choice of forum provisions contained in our Certificate of Incorporation
to be inapplicable or unenforceable. If that were the case, because stockholders will not be deemed to have waived our compliance with
the federal securities laws and the rules and regulations thereunder, it would allow stockholders to bring claims for breach of these
provisions in any appropriate forum. 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, the provision may have the effect of discouraging lawsuits against our directors
and officers.


 


Notwithstanding
the foregoing, 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. As a result, the exclusive forum provision will not apply
to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction.


 


Section 203 of the Delaware General
Corporation Law


 


We
have not opted out of Section 203 of the DGCL under our Certificate of Incorporation. As a result, pursuant to Section 203 of
the DGCL, we are prohibited from engaging in any business combination with any stockholder for a period of three years following the time
that such stockholder (the “interested stockholder”) came to own at least 15% of the outstanding voting stock (the “acquisition”),
except if:


 


	 	●	our Board approved the acquisition prior to its consummation;


 


		●	the interested stockholder owned at least 85% of the outstanding voting stock upon consummation of the acquisition; or


 


	 	●	the business combination is approved by our Board of we, and by a 2/3 majority vote of the other stockholders in a meeting.


 


Generally,
a “business combination” includes any merger, consolidation, asset or stock sale or certain other transactions resulting in
a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person
who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our outstanding
voting stock.


 


Under
certain circumstances, declining to opt out of Section 203 of the DGCL will make it more difficult for a person who would be an “interested
stockholder” to effect various business combinations with us for a three-year period. This may encourage companies interested
in acquiring us to negotiate in advance with our Board because the stockholder approval requirement would be avoided if our Board approves
the acquisition which results in the stockholder becoming an interested stockholder. This may also have the effect of preventing changes
in our Board and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.


 






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Limitation on Liability
and Indemnification of Directors and Officers


 


Our
Certificate of Incorporation limits our directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that
directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except
for liability:


 


	 	●	for any transaction from which the director derives an improper personal benefit;


 


	 	●	for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;


 


	 	●	for any unlawful payment of dividends or redemption of shares; or


 


	 	●	for any breach of a director’s duty of loyalty to the corporation or its stockholders.


 


If
the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability
of our directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.


 


Delaware
law and our Bylaws provide that, in certain circumstances and subject to certain limitations, we will indemnify our directors and officers
and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject
to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements)
in advance of the final disposition of the proceeding.


 


In
addition, we have entered into separate indemnification agreements with each of our directors and officers. These agreements, among other
things, require us to indemnify our directors and officers for certain expenses, including attorneys’ fees, judgments, fines and
settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of our directors
or officers or any other company or enterprise to which the person provides services at our request.


 


We
currently maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against
liability for actions taken in their capacities as directors and officers.


 


Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the
opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.


 


Rule 144


 


Rule 144
is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies)
or issuers that have been at any time previously a shell company, such as the Company. However, Rule 144 also includes an important
exception to this prohibition if the following conditions are met:


 


	 	●	the issuer of the securities that was formerly a shell company has ceased to be a shell company;


 


	 	●	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;


 


	 	●	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and


 


	 	●	at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.


 






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Upon
the Closing, the Company ceased to be a shell company.


 


When
and if Rule 144 becomes available for the resale of our securities, a person who has beneficially owned restricted shares of our
Common Stock for at least six months would be entitled to sell their securities, provided that (i) such person is not deemed to have
been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the
Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13
or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.


 


Persons
who have beneficially owned restricted shares of our Common Stock for at least six months but who are our affiliates at the time of, or
at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled
to sell within any three-month period only a number of securities that does not exceed the greater of:


 


	 	●	one percent (1%) of the total number of shares of Common Stock then outstanding; or


 


	 	●	the average weekly reported trading volume of the Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.


 


Sales
by our affiliates under Rule 144 will also be limited by manner of sale provisions and notice requirements and to the availability
of current public information about us.


 


Transfer Agent and
Registrar


 


The
transfer agent and registrar for our Common Stock is Continental Stock Transfer & Trust Company.


 


Listing of Securities


 


Our
Common Stock is listed on the NYSE under the symbol “XL”.


 


 


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