Exhibit 4.5


 


INSU ACQUISITION CORP. III


 


 DESCRIPTION OF SECURITIES


 


The following summary of the material
terms of the securities of INSU Acquisition Corp. III, a Delaware corporation (“we,” “us,” “our”
or the “Company”), is not intended to be a complete summary of the rights and preferences of such securities and is
subject to and qualified by reference to our amended and restated certificate of incorporation, our amended and restated bylaws
and the warrant agreement, dated December 17, 2020, between the Company and Continental Stock Transfer & Trust Company (the
“Warrant Agreement”), in each case incorporated by reference as exhibits to the Company’s Annual Report on Form
10-K for the year ended December 31, 2020 (the “Report”), and applicable Delaware law, including the Delaware General
Corporation Law, or DGCL. We urge you to read our amended and restated certificate of incorporation, our amended and restated bylaws
and the Warrant Agreement in their entirety for a complete description of the rights and preferences of our securities.


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 60,000,000 shares of Class A common stock, par value $0.0001 per share,
10,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, $0.0001
par value.


 


Units


 


Public Units


 


Each unit consists of one share of Class
A common stock and one-third of one warrant. Each whole warrant entitles the holder 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 his, her
or its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised
at any 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 Class A common stock and warrants comprising
the units began separate trading on February 8, 2021. Holders have the option to continue to hold units or separate their units
into the component securities. Holders need to have their brokers contact our transfer agent in order to separate the units into
shares of Class A common stock and warrants.


 


Placement Units


 


The placement units (including the placement
warrants or placement shares included therein) will not be transferable, assignable or salable until 30 days after the completion
of our initial business combination (subject to certain limited exceptions) and will have certain registration rights. Otherwise,
the placement units are identical to the units sold in the initial public offering except that the placement warrants included
therein, so long as they are held by our sponsor or its permitted transferees, (i) will not be redeemable by us, (ii) may
not (including the Class A common stock issuable upon exercise of these warrants), subject to certain limited exceptions,
be transferred, assigned or sold by our sponsor until 30 days after the completion of our initial business combination, (iii) may
be exercised by the holders on a cashless basis, and (iv) will be entitled to registration rights.


 


Common Stock


 


Common stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class B common stock have the right
to elect all of our directors prior to the consummation of our initial business combination. On any other matter submitted to a
vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock vote together as a single
class, except as required by applicable law or stock exchange rule. These provisions of our amended and restated certificate of
incorporation may only be amended if approved by a majority of at least 90% of our common stock voting at a stockholder meeting.
Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or 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 (other than the election of directors). The board of directors is divided into two classes,
each of which will generally serve for a term of two years with only one class elected in each year. There is no cumulative voting
with respect to the election of 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 60,000,000 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 business combination.


 


We will provide all public stockholders with
the opportunity to redeem all or a portion of their public shares upon the consummation of our initial business combination, ,
either in connection with a stockholder meeting called to approve the business combination or by means of a tender offer, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, as of two business days prior
to the consummation of our initial business combination, including any amounts representing deferred underwriting commissions and
interest earned on the trust account, less any interest released to us for the payment of taxes, 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 initial holders, our officers and directors
have agreed to waive their redemption rights with respect to their founder shares and placement shares, as applicable, (i) in
connection with the consummation of a business combination, (ii) in connection with a stockholder vote to amend our 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 by December 22, 2022 and (iii) if we fail to consummate a business
combination by December 22, 2022 or if we liquidate prior to December 22, 2022. The initial holders and our officers and directors
have also agreed to waive their redemption rights with respect to public shares in connection with the consummation of a business
combination and in connection with a stockholder vote to amend our 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
by December 22, 2022. However, the initial holders and our officers and directors will be entitled to redemption rights with respect
to any public shares held by them if we fail to consummate a business combination by December 22, 2022. To the extent our initial
stockholders or purchasers of placement units transfer any of these securities to certain permitted transferees, such permitted
transferees will agree, as a condition to such transfer, to waive these same redemption rights. If we submit our initial business
combination to our public stockholders for a vote, our sponsor, the other initial holders, our officers and our directors, have
agreed to vote their respective founder shares, placement shares and any public shares held by them in favor of our initial business
combination.


 


The decision as to whether we will seek stockholder
approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be
based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to
seek stockholder approval under the law or stock exchange listing requirement. We currently intend to conduct redemptions pursuant
to a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we
choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.


 


If a stockholder vote is not required 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 consummating 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 the initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, stockholder approval of the transaction
is required by law or Nasdaq, or we decide to obtain stockholder approval for business or other reasons, 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 stockholder approval, we will complete our initial business combination only if a majority of
the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will consist
of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority of the
voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. Our initial stockholders,
officers and directors will count towards this quorum and have agreed to vote any founder shares, placement shares and any public
shares held by them in favor of our initial business combination. These quorum and voting thresholds and agreements may make it
more likely that we will consummate our initial business combination.


 






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Assuming our initial business combination
is approved, each public stockholder may elect to redeem his, her or its public shares irrespective of whether he, she or it votes
for or against the proposed transaction, for cash equal to a pro rata share of the aggregate amount then on deposit in the trust
account, including interest but less interest released to us to pay taxes or dissolution costs.


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our business combination by December 22, 2022, 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 any amounts representing interest earned on the trust account, less any interest released to us to pay our franchise
and income taxes and up to $100,000 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), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, 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
holders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and placement shares
they hold (i) in connection with the consummation of a business combination, (ii) in connection with a stockholder vote
to amend our 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 by December 22, 2022 and (iii) if we fail to consummate
a business combination by December 22, 2022 or if we liquidate prior to December 22, 2022. The initial holders, our officers and
directors have also agreed to waive their redemption rights with respect to public shares in connection with the consummation of
a business combination and in connection with a stockholder vote to amend our 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 by December 22, 2022. However, the initial holders, our officers and directors will be entitled to redemption rights
with respect to any public shares held by them if we fail to consummate a business combination or liquidate by December 22, 2022.


 


If we liquidate, dissolve or wind up after
our initial business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution
to them after payment of liabilities and after provision is made for each class of stock, if any, having preference over the common
stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to our
common stock, except that upon the consummation of our initial business combination, subject to the limitations described herein,
we will provide our stockholders with the opportunity to redeem their shares of our common stock for cash equal to their pro rata
share of the aggregate amount then on deposit in the trust account, including any amounts representing interest earned on the trust
account, less any interest released to us to pay our franchise and income taxes and up to $100,000 to pay dissolution expenses.


 


Founder Shares


 


There are 8,525,000 shares of our Class B
common stock, or founder shares, outstanding. Our sponsor purchased an aggregate of 575,000 placement shares contained in the placement
units in a private placement that occurred simultaneously with the completion of the initial public offering. The founder shares
and placement shares are each identical to the shares of Class A common stock included in the units, and holders of founder shares
or placement shares have the same stockholder rights as public stockholders, except that (i) only holders of the founder shares
have the right to vote on the election of directors prior to our initial business combination; (ii) the founder shares and placement
shares are subject to certain transfer restrictions, and (iii) each holder of founder shares has agreed, and each purchaser of
placement units has agreed, to waive his, her or its redemption rights with respect to his, her or its founder shares and placement
shares, (A) in connection with the consummation of a business combination, (B) in connection with a stockholder vote to amend our
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 by December 22, 2022, (C) if we fail to consummate our initial business
combination by December 22, 2022 and (D) upon our liquidation prior to December 22, 2022. To the extent holders of founder shares
or purchasers of placement units transfer any of these securities, such transferees will agree, as a condition to such transfer,
to waive these same redemption rights. If we submit our initial business combination to our public stockholders for a vote, our
sponsor and the other initial holders have agreed, and our officers and directors have agreed, to vote their respective founder
shares, placement shares and any public shares held by them in favor of our initial business combination.


 






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The shares of Class B common stock will automatically convert
into shares of Class A common stock at the time 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 excess
of the amounts sold in the initial public offering and related to the closing of the business combination, the ratio at which shares
of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of
the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance)
so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal,
in the aggregate, on an as-converted basis 25% of the sum of the total number of all shares of common stock issued and outstanding
upon completion of the initial public offering, including placement shares, plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities
issued, or to be issued, to any seller in our initial business combination and any private placement-equivalent securities issued
to our sponsor or its affiliates upon conversion of loans made to us. We cannot determine at this time whether a majority of the
holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion
ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of
the agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial
business combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions
of the Class B common stock. If such adjustment is not waived, the future issuance would not reduce the percentage ownership
of holders of our Class B common stock, but would reduce the percentage ownership of holders of our Class A common stock.
If such adjustment is waived, the future issuance would reduce the percentage ownership of holders of both classes of our common
stock. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable
or exchangeable for 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. Securities could be “deemed issued”
for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exercise of convertible securities,
warrants or similar securities.


 


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 initial holders, each of whom will be subject to the same transfer restrictions) until the date (i) with respect
to 25% of such shares, upon consummation of our initial business combination, (ii) with respect to 25% of such shares, when the
closing price of our Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following
the consummation of our initial business combination, (iii) with respect to 25% of such shares, when the closing price of our Class
A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of our initial
business combination, and (iv) with respect to 25% of such shares, when the closing price of our Class A common stock exceeds $17.00
for any 20 trading days within a 30-trading day period following the consummation of our initial business combination or earlier,
in any case, if, following a business combination, we complete a liquidation, merger, capital stock exchange, reorganization or
other similar transaction that results in all of our public stockholders having the right to exchange their shares of common stock
for cash, securities or other property.


 






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Preferred Stock


 


Our amended and restated certificate of incorporation
provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is 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, applicable to the shares of each series. Our board of directors is able,
without stockholder approval, to issue 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 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 stock 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. However, if issued prior
to our initial business combination, none of the shares of our preferred stock will have any right to amounts held in the trust
account.


 


Warrants


 


Public Warrants


 


Each whole warrant entitles the registered
holder to purchase one whole share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of 12 months from the closing of the initial public offering or 30 days after the completion
of our initial business combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole
number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrantholder.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you
purchase at least three units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after
the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any shares of Class A
common stock pursuant to the exercise for cash of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with
respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A common stock
upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt from the registration or qualifications requirements of the securities laws of the state of residence of
the registered holder of the warrants. Notwithstanding the foregoing, if a registration statement covering the shares of Class A
common stock issuable upon exercise of the public warrants has not been declared effective by the end of 60 business days following
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 the exemption provided by Section 3(a)(9) of the Securities Act.


 


We have agreed that as soon as practicable,
but in no event later than 20 business days after the closing of our initial business combination, we will use our best efforts
to file with the SEC, and within 60 business days following our initial business combination to have declared effective, a registration
statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain
a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified
in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of
the warrants is not effective by the 60th business day after the closing of our initial business combination, 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 is at the time of any exercise
of a warrant not listed on a national securities exchange such that it satisfies 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.


 






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


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


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



 


		●	if, and only if, the reported last sale price of the Class
A common stock (or the closing bid price of our common stock in the event shares of our common stock are not traded on any specific
day) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like)for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption
to the warrant holders.



 


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.


 


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 its warrant prior to the scheduled redemption date. However, the price of the Class A common stock
may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like)as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


If we call the warrants for redemption as
described above, our management will have the option to require any holder that wishes to exercise 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 shares
of Class A 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. The “fair market value” shall mean the
average reported last sale 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, our sponsor and
its permitted transferees would still be entitled to exercise their 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.


 


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


 






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


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders
of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the
warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption
rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption
rights of the holders of Class A common stock in connection with a stockholder vote to amend our amended and restated certificate
of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our Class A common stock if we do not
complete our initial business combination by December 22, 2022 or (ii) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure
to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the
effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each
share of Class A common stock in respect of such event.


 


If the number of outstanding shares of our
Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A
common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion
to such decrease in outstanding shares of Class A common stock.


 


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


 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such
shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the
holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior
to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is
payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange
or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such
event, and if the registered holder of the warrant properly exercises the warrant within 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.


 






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The warrants were 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 the holders of at least 65% of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants.


 


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 (with such issue price or effective
issue price to be determined in good faith by us and in the case of any such issuance to our sponsors 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 50% of the total
equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion
of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our shares
of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete 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.


 


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 Class A common stock and any voting rights until they exercise
their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of
the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.


 


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


 


Placement Warrants and Loan Warrants


 


The placement warrants (including the Class
A common stock issuable upon exercise of the placement warrants) are not transferable, assignable or salable until 30 days after
the completion of our initial business combination (subject to limited exceptions) and they are not redeemable by us so long as
they are held by our sponsor or its permitted transferees. Our sponsor, or its permitted transferees, has the option to exercise
the placement warrants on a cashless basis. Except as described below, the 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, including as to exercise price, exercisability
and exercise period. If the placement warrants are held by holders other than our sponsor or its permitted transferees, the placement
warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units sold in
the initial public offering.


 






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If holders of the placement warrants elect
to exercise them on a cashless basis, they 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 shares of Class A 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. The “fair market value” shall mean the average last reported sale 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.


 


In order to finance transaction costs in
connection with our initial business combination, our sponsor has committed $810,000 to be provided to us to fund our expenses
relating to investigating and selecting a target business and other working capital requirements after the initial public offering
and prior to our initial business combination. In addition, our sponsor or an affiliate of our sponsor may, but are not obligated
to, loan us additional funds as may be required. Up to $1,500,000 of such loans may be convertible into units at a price of $10.00
per unit at the option of the lender. Such units would be identical to the placement units sold in the private placement.


 


In addition, holders of our placement warrants
are entitled to certain registration rights.


 


Amendments to our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains requirements and restrictions relating to the initial public offering that will apply to us until the consummation of
our initial business combination. These provisions, which cannot be amended without the approval of holders owning 65% of the issued
and outstanding shares of our common stock, are as follows:


 


		●	if we are unable to consummate our initial business combination
by December 22, 2022, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not 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 any amounts representing interest earned on the trust account,
less any interest released to us for the payment of taxes or 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), subject to applicable law, and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law;



 


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



 


		●	although we do not currently intend to enter into a business
combination with a target business that is affiliated with holders of founder shares, our directors or officers, we are not prohibited
from doing so. If we propose to do so, we, or a committee of independent directors, must obtain an opinion from an independent
investment banking firm that is a member of FINRA or an independent accounting firm, that such a business combination is fair
to our stockholders from a financial point of view;



 


		●	if a stockholder vote on our initial business combination
is not required by law or Nasdaq and we do not decide to hold a stockholder vote for business or other legal reasons, we must
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 consummating 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;



 


		●	if our stockholders approve an amendment to our amended
and restated certificate of incorporation that would effect the substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our business combination by December 22, 2022, we will provide our public stockholders with the opportunity
to redeem all or a portion of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
(net of taxes payable), divided by the number of then outstanding public shares; and



 






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



 


If, however, the effect of any proposed amendment, if adopted,
would be either to (i) reduce the amount in the trust account available to redeeming stockholders to less than $10.00 per
share, or (ii) delay the date on which a public stockholder could otherwise redeem shares for such per share amount in the
trust account and, if such amendment is approved by persons holding at least 65% of our outstanding shares of common stock we will
provide a right for dissenting public stockholders to redeem their public shares in the same manner as if we were seeking a stockholder
vote on a business combination, except that the amount on deposit in the trust account for purposes of calculating the per share
redemption price will be determined at the close of business two business days before the meeting date. Our initial holders, officers
and directors have agreed to vote any founder shares and public shares they hold in favor of any such amendments that we may propose
and, accordingly, will have no redemption rights in connection therewith.


 


In addition, our 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 upon consummation of our initial business combination. This notwithstanding, if the effect of
any proposed amendment, if adopted, would be either to (i) reduce the amount in the trust account available to redeeming stockholders
to less than $10.00 per public share, or (ii) delay the date on which a public stockholder could otherwise redeem shares for
such per share amount in the trust account, we will provide a right for dissenting public stockholders to redeem public shares
if such an amendment is approved.


 


Certain Anti-Takeover Provisions of Delaware Law 


 


We are subject to the provisions of Section
203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances,
from engaging in a “business combination” with:


 


		●	a stockholder who owns 15% or more of our outstanding voting
stock (otherwise known as an “interested stockholder”);



 


		●	an affiliate of an interested stockholder; or



 


		●	an associate of an interested stockholder, for three years
following the date that the stockholder became an interested stockholder.



 


A “business combination” includes
a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		●	our board of directors approves the transaction that made
the stockholder an “interested stockholder,” prior to the date of the transaction;



 


		●	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 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.



 






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Exclusive Forum Selection


 


Our amended and restated certificate of incorporation
requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers
and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State
of Delaware, except any action (A) as to which the Court of Chancery in 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. 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.


 


Our amended and restated certificate of incorporation
provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain
exceptions. 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. In addition, our amended and restated certificate of incorporation provides that, unless we
consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall,
to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action
arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. We note, however, that
there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for
state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.


 


 


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