Exhibit 4.5


 


FINTECH ACQUISITION CORP. V


 


 DESCRIPTION OF SECURITIES


 


The following summary of the material
terms of the securities of FinTech Acquisition Corp. V, 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 3, 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 100,000,000 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


 


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 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 January 25, 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.


 


Common Stock


 


Class A common stock


 


Holders of record of the Company’s
Class A common stock 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 law. Unless specified in our amended and restated certificate of incorporation
or bylaws, 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. 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 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 100,000,000 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 our stockholders with the
opportunity to redeem all or a portion of their public shares upon the consummation of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, as of two business days prior to the
consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described
herein.


 


The 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 representatives.
Our 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, placement shares and any public shares held by them in connection with the
completion of our business combination. Unlike many blank check 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 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 we decide to obtain stockholder approval for business or other legal 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. However, the participation
of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result
in the approval of our business combination even if a majority of our public stockholders vote, or indicate their intention to
vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock
voted, non-votes will have no effect on the approval of our business combination once a quorum is obtained. We intend to give
not less than 10 days nor more than 60 days prior written notice of any such meeting, if required, at which a vote will be taken
to approve our business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders,
may make it more likely that we will consummate our initial business combination.


 


If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our 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 Class A common stock sold in the initial public offering, which we refer to as the Excess Shares. However, we would
not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our business
combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete
our 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 the business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding
15% and, in order to dispose of such shares would be required to sell their stock in open market transactions, potentially at a
loss.


 






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If we seek stockholder approval in connection
with our business combination, our sponsor, officers and directors have agreed to vote their founder shares, placement shares and
any public shares purchased during or after the initial public offering in favor of our initial business combination. Additionally,
each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction
(subject to the limitation described in the preceding paragraph).


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our business combination by December 8, 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 subject to
lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidating distributions, if any), 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 stockholders have agreed to waive their rights to liquidating distributions from the trust account with respect
to any founder shares and placement shares held by them if we fail to complete our business combination by December 8, 2022. However,
if our initial stockholders acquire public shares in or after the initial public offering, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to complete our 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 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 the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares
for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of our
initial business combination, subject to the limitations described herein.


 


Class B common stock


 


There are 8,546,667 shares of our Class B
common stock, or founder shares, outstanding. Our sponsor purchased an aggregate of 640,000 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 8, 2022, (C) if we fail to consummate our initial business
combination by December 8, 2022 and (D) upon our liquidation prior to December 8, 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.


 


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 offered 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.


 






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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)  (i) with respect to 25% of such
shares, until consummation of our initial business combination, (ii) with respect to 25% of such shares, until 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, until 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, until 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..


 


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.


 


Warrants


 


Public Stockholders’ 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 warrant holder 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 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 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 under the securities laws of the state of residence of the registered holder of the warrants. In the event that the
conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will
not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required
to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser
of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock
underlying such unit.


 


We have agreed that as soon as practicable,
but in no event later than 20 business days after the closing of our initial business combination, we will use our best efforts
to file, and within 60 business days following our initial business combination to have declared effective, a registration statement
for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. We
will use our best efforts 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. 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, but we will be required to 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 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 for
cash 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 excess of the “fair market value”
(defined below) over the exercise price of the warrants 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 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 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.


 


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 4.8% 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 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 8, 2022, 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 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 or 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.


 


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.


 


Placement Warrants 


 


The placement warrants (including the warrants
included in the units that may be issued upon conversion of working capital loans and 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. Otherwise, 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 the 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.
Each of the warrants included in the units that may be issued upon conversion of working capital loans shall be identical to the
placement warrants.


 


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 excess of the “fair market value” (defined below) over the exercise price
of the warrants 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 an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. Such loans may be convertible into units, at a price
of $10.00 per unit at the option of the lender. The units would be identical to the placement units.


 






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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 cannot be amended without the approval of the holders of 65% of our common stock.
Our initial stockholders will participate in any vote to amend our amended and restated certificate of incorporation and will have
the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides,
among other things, that:


 


		●	if we are unable to consummate our initial business
combination by December 8, 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, subject to lawfully available funds therefor, redeem 100% of 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 funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any),
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 intend to enter into a business
combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from
doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from
an independent investment banking firm that is a member of FINRA or an independent accounting firm, that such a business combination
is fair to our company from a financial point of view;



 


		●	if a stockholder vote on our initial business combination
is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem
our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the
SEC prior to 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;



 


		●	Our initial business combination must occur with one
or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account
(excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the
agreement to enter into the initial business combination;



 


		●	if our stockholders approve an amendment to our amended
and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our business combination by December 8, 2022 or (ii) with respect to any other provisions relating
to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity
to redeem all or a portion of their 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
and not previously released to us to pay our taxes, divided by the number of then outstanding public shares; and



 


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



 


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.


 






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


 


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.



 


Our amended and restated certificate of incorporation
provides that our board of directors is classified into two classes of directors. As a result, in most circumstances, a person
can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


Our authorized but unissued common stock
and preferred stock are available for future issuances without stockholder approval (including a specified future issuance) 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.


 


Exclusive forum for certain lawsuits


 


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, (C) for which the Court of Chancery does not have subject matter jurisdiction,
or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District
of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit
will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision
benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies,
a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect
of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance
with federal securities laws and the rules and regulations thereunder.


 


Our amended and restated certificate of incorporation
provides that the exclusive forum provision is applicable to the fullest extent permitted by applicable law. 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.


 






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Special meeting of stockholders


 


Our bylaws provide that special meetings
of our stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.


 


Advance notice requirements for stockholder
proposals and director nominations


 


Our bylaws provide that stockholders seeking
to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual
meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will
need to be received by the company secretary at our principal executive offices not later than the close of business on the 90th day
nor earlier than the close of business on the 120th day prior to the anniversary date of the immediately preceding
annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy
statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and
content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual
meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Action by written consent


 


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


 


Classified Board of Directors


 


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


 


Class B Common Stock Consent Right


 


For so long as any shares of Class B common
stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class
B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our amended and restated
certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter
or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock.
Any action required or permitted to be taken at any meeting of the holders of Class B common stock may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed
by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares of Class B common stock were present and voted.





 


 


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