Exhibit 4.2


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED 


 


As of December 31, 2020, Diamondhead Holdings Corp.
(“we,” “our,” “us” or the “Company”) had the following three classes of securities registered
under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Class A common stock, $0.0001
par value per share (“Class A common stock”), (ii) its warrants exercisable for one share of Class A common stock for $11.50
per share and (iii) its units, consisting of one share of Class A common stock and one-fourth of a warrant. Each whole warrant entitles
the holder thereof to purchase one share of Class A common stock at $11.50 per share. This Description of Securities also contains a description
of the Company’s Class B common stock, $0.0001 par value per share (the “Class B common stock” or “founder shares”),
which is not registered pursuant to Section 12 of the Exchange Act but is convertible into shares of Class A common stock. The description
of the Class B common stock is necessary to understand the material terms of the Class A common stock.


 


Pursuant to our certificate of incorporation, our
authorized capital stock consists of 300,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class B common
stock, $0.0001 par value, and 10,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes
the material terms of our capital stock.


 


Defined terms used herein and not defined herein
shall have the meaning assigned to such terms in the Company’s Annual Report on Form 10-K.


 


Units


 


Each unit consists of one whole share of Class A
common stock and one-fourth of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our 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.


 


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 the Class A common stock and holders of the Class B
common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Unless
specified in our 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. Our board of directors is divided into three classes, each of which will generally serve for a term of three years
with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors,
with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our
stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available
therefor.


 






    


     


    

 


We will provide our stockholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account 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 underwriter.
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 and any public shares held by them in connection with the completion of our initial 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 certificate of incorporation, conduct the redemptions pursuant to the tender
offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our 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. 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 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 our 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 such shares would be required to sell their stock in
open market transactions, potentially at a loss.


 






    


     


    

 


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.


 


Founder Shares


 


The founder shares are identical to the shares of
Class A common stock, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors have
entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder
shares and any public shares held by them in connection with the completion of our business combination (B) and to waive their redemption
rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our 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
initial business combination within the timeframe set forth in our certificate of incorporation, or (ii) with respect to any other provision
relating to stockholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions
from the trust account with respect to any founder shares held by them if we fail to complete our business combination within the timeframe
set forth in our certificate of incorporation, although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our business combination within such time period, (iii) the founder shares
are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial
business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights as described herein and (iv)
are subject to registration rights. If we submit our business combination to our public stockholders for a vote, our sponsor, officers
and directors have agreed to vote any founder shares held by them and any public shares purchased in favor of our initial business combination.
Permitted transferees of the founder shares held by our sponsor, anchor investors or our officers and directors would be subject to the
same restrictions applicable to our sponsor, anchor investors or officers and directors respectively.


 


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 our initial public offering and related to the closing of the business combination, including pursuant to a specified
future issuance, 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, including a specified future 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, 20% of the sum of the total
number of all shares of common stock outstanding upon completion of our initial public offering plus all shares of Class A common stock
and equity-linked securities issued or deemed issued in connection with the business combination (excluding any shares or equity-linked
securities issued, or to be issued, to any seller in the business combination). Holders of founder shares may also elect to convert their
shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any
time.


 






    


     


    

 


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 or related
to our sponsor or anchor investors) until the earlier of (A) one year after the completion of our initial business combination or (B)
subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a
liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having
the right to exchange their shares of common stock for cash, securities or other property.


 


Redeemable 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 our 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 four 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 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 15 business days, after the closing of our initial business combination, we will use our reasonable 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 reasonable 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.


 


Redemption of Warrants when the
price per share of Class A common stock equals or exceeds $18.00. Once the warrants become exercisable, we may call the warrants
for redemption (except as described herein with respect to the private placement warrants):


 


		·	in whole and not in part;






		·	at a price of $0.01 per warrant;






		·	upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and






		·	if, and only if, the last reported sale price (the “closing price”) of our Class A common stock equals or exceeds $18.00
per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days
within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant
holders.



 


We will not redeem the warrants as described
above unless a registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the
warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption
period. 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 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 his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below
the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like)
as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption of Warrants when the
price per share of Class A Common Stock equals or exceeds $10.00. Once the warrants become exercisable, we may redeem the outstanding
warrants:


 


		·	in whole and not in part;



 






    


     


    

 


		·	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise
their warrants, but only on a cashless basis, prior to redemption and receive that number of shares to be determined by reference to the
table set forth under “Description of Securities - Redeemable Warrants” based on the redemption date and the
 “fair market value” of our Class A common stock (as defined below) except as otherwise described in “Description of
Securities - Redeemable Warrants”;



		·	if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within the 30-trading day period ending three trading
days before we send the notice of redemption to the warrant holders; and



		·	if the closing price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading
day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for
stock splits, stock dividends, reorganizations, recapitalizations and the like), the private placement warrants must also be concurrently
called for redemption on the same terms as the outstanding public warrants as described above.



 


The “fair market value” of our
Class A common stock for the above purpose shall mean the volume weighted average price of our Class A common stock during the 10 trading
days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs
from the typical warrant redemption features used in other blank check offerings. We will provide our warrant holders with the final fair
market value no later than one business day after the 10-trading day period described above ends. In no event will the warrants be exercisable
on a cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject
to adjustment).


 


The numbers in the table below represent
the “redemption prices”, or the number of shares of Class A common stock that a warrant holder will receive upon redemption
by us pursuant to this redemption feature.


 


The stock prices set forth in the column
headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant is adjusted.
The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by
a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment
and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the
table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.


 






    


     


    

  


	 	 	 	Fair Market Value of Class A Common Stock 	 
	Redemption Date (period 

to expiration of warrants) 	 	 	≤$10.00	 	 	 	 $11.00	 	 	$12.00	 	 	$13.00	 	 	 	$14.00	 	 	$15.00 	 	 	$16.00 	 	 	$17.00	 	 	≥$18.00 	 
	60 months 	​	​	0.261	​	​	 	0.281	​	​	0.297	​	​	0.311	​	​	​	0.324	​	​	0.337	​	​	0.348	​	​	0.358	​	​	0.361	 
	57 months 	​	​	0.257	​	​	 	0.277	​	​	0.294	​	​	0.310	​	​	​	0.324	​	​	0.337	​	​	0.348	​	​	0.358	​	​	0.361	 
	54 months 	​	​	0.252	​	​	 	0.272	​	​	0.291	​	​	0.307	​	​	​	0.322	​	​	0.335	​	​	0.347	​	​	0.357	​	​	0.361	 
	51 months 	​	​	0.246	​	​	 	0.268	​	​	0.287	​	​	0.304	​	​	​	0.320	​	​	0.333	​	​	0.346	​	​	0.357	​	​	0.361	 
	48 months 	​	​	0.241	​	​	 	0.263	​	​	0.283	​	​	0.301	​	​	​	0.317	​	​	0.332	​	​	0.344	​	​	0.356	​	​	0.361	 
	45 months 	​	​	0.235	​	​	 	0.258	​	​	0.279	​	​	0.298	​	​	​	0.315	​	​	0.330	​	​	0.343	​	​	0.356	​	​	0.361	 
	42 months 	​	​	0.228	​	​	 	0.252	​	​	0.274	​	​	0.294	​	​	​	0.312	​	​	0.328	​	​	0.342	​	​	0.355	​	​	0.361	 
	39 months 	​	​	0.221	​	​	 	0.246	​	​	0.269	​	​	0.290	​	​	​	0.309	​	​	0.325	​	​	0.340	​	​	0.354	​	​	0.361	 
	36 months 	​	​	0.213	​	​	 	0.239	​	​	0.263	​	​	0.285	​	​	​	0.305	​	​	0.323	​	​	0.339	​	​	0.353	​	​	0.361	 
	33 months 	​	​	0.205	​	​	 	0.232	​	​	0.257	​	​	0.280	​	​	​	0.301	​	​	0.320	​	​	0.337	​	​	0.352	​	​	0.361	 
	30 months 	​	​	0.196	​	​	 	0.224	​	​	0.250	​	​	0.274	​	​	​	0.297	​	​	0.316	​	​	0.335	​	​	0.351	​	​	0.361	 
	27 months 	​	​	0.185	​	​	 	0.214	​	​	0.242	​	​	0.268	​	​	​	0.291	​	​	0.313	​	​	0.332	​	​	0.350	​	​	0.361	 
	24 months 	​	​	0.173	​	​	 	0.204	​	​	0.233	​	​	0.260	​	​	​	0.285	​	​	0.308	​	​	0.329	​	​	0.348	​	​	0.361	 
	21 months 	​	​	0.161	​	​	 	0.193	​	​	0.223	​	​	0.252	​	​	​	0.279	​	​	0.304	​	​	0.326	​	​	0.347	​	​	0.361	 
	18 months 	​	​	0.146	​	​	 	0.179	​	​	0.211	​	​	0.242	​	​	​	0.271	​	​	0.298	​	​	0.322	​	​	0.345	​	​	0.361	 
	15 months 	​	​	0.130	​	​	 	0.164	​	​	0.197	​	​	0.230	​	​	​	0.262	​	​	0.291	​	​	0.317	​	​	0.342	​	​	0.361	 
	12 months 	​	​	0.111	​	​	 	0.146	​	​	0.181	​	​	0.216	​	​	​	0.250	​	​	0.282	​	​	0.312	​	​	0.339	​	​	0.361	 
	9 months 	​	​	0.090	​	​	 	0.125	​	​	0.162	​	​	0.199	​	​	​	0.237	​	​	0.272	​	​	0.305	​	​	0.336	​	​	0.361	 
	6 months 	​	​	0.065	​	​	 	0.099	​	​	0.137	​	​	0.178	​	​	​	0.219	​	​	0.259	​	​	0.296	​	​	0.331	​	​	0.361	 
	3 months 	​	​	0.034	​	​	 	0.065	​	​	0.104	​	​	0.150	​	​	​	0.197	​	​	0.243	​	​	0.286	​	​	0.326	​	​	0.361	 
	0 months 	​	​	-	​	​	 	-	​	​	0.042	​	​	0.115	​	​	​	0.179	​	​	0.233	​	​	0.281	​	​	0.323	​	​	0.361	 


 





The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of Class A common stock to be issued for each warrant exercised will be
determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the
earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable. For example, if the volume weighted
average price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption
is sent to the holders of the warrants is $11 per share, and at such time there are 57 months until the expiration of the warrants, holders
may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A common stock for each whole warrant.
For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average
price of our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent
to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders
may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A common stock for each whole warrant.
In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361 shares
of Class A common stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are out of the
money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this redemption
feature, since they will not be exercisable for any shares of Class A common stock.


 






    


     


    

 


This redemption feature differs from the
typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants
for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for
a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the
Class A common stock are trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock
is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem
the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of Warrants
When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00”. Holders choosing to exercise their warrants in connection
with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model
with a fixed volatility input as of the date of our initial public offering. This redemption right provides us with an additional mechanism
by which to redeem all of the outstanding warrants, and therefore have certainty as to (i) our capital structure as the warrants would
no longer be outstanding and would have been exercised or redeemed and (ii) the amount of cash provided by the exercise of the warrants
and available to use, and also provides a ceiling to the theoretical value of the warrants as it locks in the amount of shares we would
pay to warrant holders that exercise if we choose to redeem the warrants in this manner. We will be required to pay the applicable redemption
price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the
warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it
is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants
when the Class A common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it
will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to
exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A
common stock are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer
Class A common stock than they would have received if they had chosen to wait to exercise their warrants for Class A common stock if and
when such Class A common stock were trading at a price higher than the exercise price of $11.50.


 


No fractional Class A common stock will
be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down
to the nearest whole number of Class A common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable
for a security other than the shares of Class A common stock pursuant to the warrant agreement (for instance, if we are not the surviving
company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable
for a security other than the Class A common stock, the surviving company will use its commercially reasonable efforts to register under
the Security Act the security issuable upon the exercise of the warrants within twenty business days of the closing of an initial business
combination.


 






    


     


    

 


Redemption Procedures and Cashless
Exercise. If we call the warrants for redemption for $0.01 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, the anchor
investors and their permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless
basis using the same formula described above that other warrant holders would have been required to use had all warrant holders been required
to exercise their warrants on a cashless basis, as described in more detail below.


 


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.


 


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 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 within the timeframe set
forth in our certificate of incorporation or 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 addition, if  (x) we issue additional
shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue
price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial
stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates,
as applicable, prior to such issuance including any transfer or reissuance of such shares), (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 consummation of our initial business combination (net of redemptions), and (z) the volume weighted average
trading price of our Class A common stock during the 10 trading day period starting on the trading day prior to the day on which we consummate
our initial business combination is below $9.20 per share, then 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, 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 (see “- Redemption
of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00” and “- Redemption of Warrants When
the Price Per Share of Class A Common Stock Equals or Exceeds $10.00”), and the $10.00 per share redemption trigger price will be
adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price (see “- Redemption of Warrants
When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00”).


 






    


     


    

 


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. The warrants were issued in registered form under a warrant agreement between
American 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 50% of the then outstanding public warrants to make any change that adversely affects the interests of the registered
holders of public warrants.


 


The warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of 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.


 


Certain Anti-Takeover Provisions of Delaware Law and
our 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 certificate of incorporation provides
that our board of directors will be classified into three 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.


 


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 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.