Exhibit 4.5


 


890
5th Avenue Partners, Inc.


DESCRIPTION
OF SECURITIES


 


As of the date of the Annual Report on Form 10-K
for the year ended December 31, 2020 (the "Report"), of 890 5th Avenue Partners, Inc., a Delaware corporation ("we,"
 "us," "our" or "the company"), of which this exhibit forms a part, 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 units,
consisting of one share of Class A common stock (as defined below) and one-third of one redeemable warrant (as defined below), with each
whole warrant entitling the holder thereof to purchase one share of Class A common stock (the "units"), (ii) its Class A common
stock, $0.0001 par value per share ("Class A common stock"), and (iii) its public warrants, with each whole warrant exercisable
for one share of Class A common stock for $11.50 per share (the "warrants"). Defined terms used herein but not otherwise defined
shall have the meaning ascribed to such terms in the Report.


 


Pursuant to our amended and restated certificate
of incorporation (our “Charter”), our authorized capital stock consists of 500,000,000 shares of Class A common stock,
25,000,000 shares of Class F common stock, $0.0001 par value per share (“Class F common stock”), and 5,000,000 shares
of undesignated preferred stock, $0.0001 par value per share. The following description summarizes the material terms of our capital stock
and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, the Charter, our bylaws and our
warrant agreement, each of which is incorporated by reference as an exhibit to the Report.


 


UNITS


 


Each unit consists of one share of Class A
common stock and one-third of one warrant. Each warrant entitles the holder thereof to purchase one share of Class A common stock
at a price of $11.50 per share, subject to adjustment as described in the warrant agreement. Pursuant to the warrant agreement, a warrant
holder may exercise its warrants only for a whole number of shares of Class A common stock.


 


The Class A common stock and warrants constituting
the units commenced separate trading on March 5, 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 Continental Stock Transfer & Trust Company, our transfer
agent, in order to separate the units into shares of Class A common stock and warrants if the holders wish to do so.


 


COMMON STOCK


 


Holders of the Class A common stock and holders
of the Class F common stock of record are entitled to one vote for each share held on all matters to be voted on by stockholders,
including any vote in connection with our initial business combination, and vote together as a single class, except as required by law.


 


Unless specified in our Charter or bylaws, or as
required by applicable provisions of the General Corporation Law of the State of Delaware (the "DGCL") or applicable stock exchange
rules, the affirmative vote of a majority of our common stock that are voted is required to approve any such matter voted on by our stockholders.
Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one
class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are
entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 






     


     


    

 


Because our Charter authorizes the issuance of up
to 500,000,000 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 common stock which we are authorized to issue at the same
time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our initial business
combination.


 


We will provide our public stockholders with the
opportunity to redeem all or a portion of their 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 franchise
and income taxes, divided by the number of then outstanding public shares, subject to the limitations described in the Report. The per
share amount we will distribute to investors who properly redeem their shares will not be reduced by the marketing fee disclosed in the
Report that we will pay to the underwriters (the "Marketing Fee"). Our Sponsor and other holders of our founder shares, including
PA 2 Co-Investment and Craig-Hallum, and certain members of our board of directors (collectively, our “initial stockholders”),
have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their
founder shares, private placement shares and any public shares held by them in connection with the completion of our initial business
combination.


 


If we seek stockholder approval of our initial business
combination, 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 initial business combination pursuant to the tender offer rules,
our Charter 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
shares in excess of 15% of the shares comprising units sold in our initial public offering (“Excess Shares”). However, we
would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination.


 


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, including interest (which interest shall be net of taxes payable),
upon the completion of our initial business combination, subject to the limitations described herein.


 






     


     


    

 


Private Placement Shares


 


The “private placement shares” are shares
of Class A common stock contained in units sold in a private placement concurrent with our initial public offering that are not transferable,
assignable or salable until 30 days after the completion of our initial business combination (except, among certain limited exceptions,
to our officers and directors and other persons or entities affiliated with our founders). The private placement shares are otherwise
identical to the shares of Class A common stock included in the units sold in our initial public offering, except that: (1) the private
placement shares are subject to certain transfer restrictions, as described in more detail below; (2) our initial stockholders have
entered into a letter agreement with us, pursuant to which they have agreed: to (a) waive their redemption rights with respect to
their founder shares, private placement shares and any public shares held by them in connection with the completion of our initial business
combination; (b) waive their redemption rights with respect to their founder shares, private placement shares and any public shares
held by them in connection with a stockholder vote to approve an amendment to our Charter to modify the substance or timing of our obligation
to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing
of our initial public offering; and (c) waive their rights to liquidating distributions from the trust account with respect to any
founder shares and private placement shares they hold if we fail to complete our initial business combination within 24 months from
the closing of our initial public offering (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 initial business combination within the prescribed time frame); and (3) the
founder shares and private placement securities are entitled to registration rights. If we submit our initial business combination to
our public stockholders for a vote, our initial stockholders have agreed (and their permitted transferees will agree) (and another investor
(our “anchor investor”) has agreed, pursuant to a written agreement), pursuant to the terms of a letter agreement entered
into with us, to vote their founder shares, private placement shares and any public shares held by them purchased during or after our
initial public offering in favor of our initial business combination.


 


Founder Shares (Class F common stock)


 


The “founder shares” are sharers of
Class F common stock that are identical to the shares of Class A common stock included in the units sold in our initial public offering,
except that: (1) the founder shares are subject to certain transfer restrictions, as described in more detail below; (2) our
initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed: to (a) waive their redemption
rights with respect to their founder shares, private placement shares and any public shares held by them in connection with the completion
of our initial business combination; (b) waive their redemption rights with respect to their founder shares, private placement shares
and any public shares held by them in connection with a stockholder vote to approve an amendment to our Charter to modify the substance
or timing of our obligation to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months
from the closing of our initial public offering; and (c) waive their rights to liquidating distributions from the trust account with
respect to any founder shares and private placement shares they hold if we fail to complete our initial business combination within 24 months
from the closing of our initial public offering (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 initial business combination within the prescribed time frame); (3) the
founder shares are automatically convertible 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 in more detail below; and (4) the
founder shares and private placement shares are entitled to registration rights. If we submit our initial business combination to our
public stockholders for a vote, our initial stockholders have agreed (and their permitted transferees will agree) (and our anchor investor
has agreed, pursuant to a written agreement), pursuant to the terms of a letter agreement entered into with us, to vote their founder
shares, private placement shares and any public shares held by them purchased during or after our initial public offering in favor of
our initial business combination.


 






     


     


    

 


The shares of Class F common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination, or earlier at the option of the holder,
on a one-for-one basis, subject to increase in respect of the issuance of certain securities, as provided herein. In the case that additional
shares of Class A common stock, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts
sold in our initial public offering and related to the closing of our initial business combination, the ratio at which shares of Class F
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 F 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 F common stock will equal, in the aggregate,
20% of the aggregate number of all shares of common stock outstanding upon the completion of our initial public offering, plus the aggregate
number of shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business
combination (net of the number of shares of Class A common stock redeemed 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. The term “equity-linked
securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A common
stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement
of equity or debt.


 


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 founders,
each of whom will be subject to the same transfer restrictions) 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 the 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 following the completion of our initial business combination on which we complete a liquidation, merger, stock exchange,
reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their shares of
Class A common stock for cash, securities or other property. The founder shares held by PA 2 Co-Investment and Craig-Hallum and their
respective affiliates are deemed underwriters’ compensation by FINRA pursuant to FINRA Rule 5110 and are subject to a 180-day
lock-up from the commencement of sales of our initial public offering in accordance with FINRA Rule 5110(e)(1).


 


PREFERRED STOCK


 


Our Charter authorizes 5,000,000 shares of preferred
stock and 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 thereof, applicable to the shares of each series. Our board of directors is able to,
without stockholder approval, 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 share of Class A common stock at a price of $11.50 per whole 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 only a whole warrant may be exercised at a given time by a warrant holder. No fractional
warrants have been or will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you hold
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; provided,
however, that the private placement warrants held by PA 2 Co-Investment and Craig-Hallum and their respective affiliates will not be exercisable
more than five years from the commencement of sales of our initial public offering in accordance with FINRA Rule 5110(g)(8).


 


We are not 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 covering the issuance of the shares of Class A common issuable upon exercise of the warrants is then effective
and a current prospectus relating to those shares of Class A common stock is available, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and are not obligated to
issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or
qualified under the securities laws of the state of the exercising holder, or an exemption is available. 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 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 best efforts to file with
the SEC a registration statement registering the issuance, 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 cause the same to become effective and to maintain the effectiveness of
such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions
of the warrant agreement. 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 will use our best efforts to 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:


 


• 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 last reported 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 and for certain issuances of Class A common stock and equity-linked securities as described below) for any 20 trading days
within a 30-trading day period ending on the third trading day prior to the date 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.


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 dividends, reorganizations, recapitalizations and the like and for certain issuances of Class A common stock
and equity-linked securities as described below) as well as the $11.50 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. Commencing ninety days after the warrants become exercisable,
we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):


 


• in whole and not in part;


 


• at a price of $0.10 per warrant provided that holders will be
able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined by reference
to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined
below) except as otherwise described below;


 


• upon a minimum of 30 days’ prior written notice
of redemption;


 


• if, and only if, the last reported sale 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) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and


 


• if, and only if, there is an effective registration statement
covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating
thereto is available throughout the 30-day period after written notice of redemption is given.


 






     


     


    

 


The numbers in the table below represent the number
of shares of Class A common stock that a warrant holder will receive upon cashless exercise in connection with a redemption by us
pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding
redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined
based on the average of the last reported sales price 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, and the number of months that the corresponding redemption date precedes
the expiration date of the warrants, each as set forth in the table below.


 


	 	 	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	 
	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 shares 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 average
last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to 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 shares
of 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 average last reported sale price of our Class A common stock for the 10 trading days ending on the
third trading date prior to 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 shares of Class A common stock for each whole warrant. In no event will the warrants be
exercisable 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.


 


Any public warrants held by our officers or directors
will be subject to this redemption feature, except that such officers and directors shall only receive “fair market value”
for such public warrants if they exercise their public warrants in connection with such redemption (“fair market value” for
such public warrants held by our officers or directors being defined as the last reported sale price of the public warrants on such redemption
date).


 


As stated above, we can redeem the warrants when
the Class A common stock is 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 of Class A common stock. If we choose to redeem the warrants when
the Class A common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders
receiving fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their warrants
for shares of Class A common stock if and when shares of Class A common stock were trading at a price higher than the exercise
price of $11.50 per share.


 


No fractional shares of 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 the number of shares 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.


 


Redemption Procedures and Cashless Exercise.
If we call the warrants for redemption as described under “— Redemption of warrants when the price per share of Class A common
stock equals or exceeds $18.00,” our management will have the option to require any holder that wishes to exercise his, her or its
warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the
dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of
our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their
warrants for that number of shares of Class A common stock equal to the lesser of (A) 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 and (B) 0.361. 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 initial stockholders
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 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 (1) 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 (2) one 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 (1) 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 (2) fair
market value means the volume weighted average price of Class A common stock as reported during the ten 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 Charter 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
24 months from the closing of our initial public offering, 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 or private placement shares held by our initial stockholders
or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than
60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, 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 after
the day on which we consummate our initial business combination (such price, the “Market Value”) is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per
share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the Market Value.


 


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. However, if such
holders were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such
consolidation or merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will
be deemed to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively
make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender,
exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the company as provided
for in the company’s Charter or as a result of the redemption of shares of Class A common stock by the company if a proposed
initial business combination is presented to the stockholders of the company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under
the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2
under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class A common stock, the holder
of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would actually
have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange
offer, accepted such offer and all of the Class A common stock held by such holder had been purchased pursuant to such tender or
exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible
to the adjustments provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders
of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is
listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for
trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within
thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement
based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.


 






     


     


    

 


The warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the
warrant agreement, which is filed as an exhibit to the Report, for a complete description of the terms and conditions applicable to the
warrants. 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.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants
and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants,
each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


No fractional warrants have been or will be issued
upon separation of the units and only whole warrants will trade.


 


Private Placement Warrants


 


The private placement warrants (including the Class A
common stock issuable upon exercise of the private placement warrants) are not transferable, assignable or salable until 30 days
after the completion of our initial business combination (except, among certain limited exceptions, to our officers and directors and
other persons or entities affiliated with our founders) and they will not be redeemable by us so long as they are held by our initial
stockholders or their permitted transferees. Our initial stockholders, or their permitted transferees, have the option to exercise the
private placement warrants on a cashless basis. Otherwise, the private placement warrants have terms and provisions that are identical
to those of the warrants sold as part of the units in our initial public offering. If the private placement warrants are held by
holders other than our initial stockholders or their permitted transferees, the private 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 our initial public offering.


 






     


     


    

 


If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its 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.


 


In order to fund working capital deficiencies or
finance transaction costs in connection with an intended initial business combination, our sponsor, management team or their affiliates
may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such
loaned amounts. Up to $1,500,000 of such loans may be convertible at the time of the business combination and at the option of the lender
at a price of $10.00 per unit into units consisting of one share of Class A common stock and one-third of one warrant to purchase
one share of Class A common stock at a price of $11.50 per share. The units would be identical to the private placement units
issued to our founders. PA 2 Co-Investment and Craig-Hallum, and their respective affiliates, will not provide any such working capital
loans or receive any such units into which such loans are convertible.


 


OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


 


Our Charter contains certain requirements and restrictions
relating to this offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended
without the approval of the holders of at least 65% of our common stock. Our initial stockholders who collectively beneficially own approximately
20% of our common stock, may participate in any vote to amend our Charter and have the discretion to vote in any manner they choose. Specifically,
our Charter provides, among other things, that:


 


• if we are unable to complete our initial business combination
within 24 months from the closing of our initial public offering, we will: (1) cease all operations except for the purpose of
winding up; (2) 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 the funds held in the trust account and not previously released to us to pay our franchise
and income 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 (3) 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: (1) receive funds from the trust account; or (2) 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 founders, 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 and disinterested directors, will obtain an opinion from an
independent investment banking firm that is a member of FINRA or from 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 applicable law or stock exchange rules and we do not decide to hold a stockholder vote for business or other 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 completing 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 the value of the trust account (excluding any
Marketing Fee 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 Charter 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 24 months from the closing of this offering, we will provide our public stockholders with the opportunity to redeem all or
a portion of their shares of 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 franchise and income taxes, divided by the number of then outstanding public shares; and


 


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


 


In addition, our Charter 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.


 


CERTAIN ANTI-TAKEOVER PROVISIONS OF OUR AMENDED AND RESTATED CERTIFICATE
OF INCORPORATION AND BYLAWS


 


Our authorized but unissued common stock and preferred
stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.