Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


Pursuant
to our certificate of incorporation, our authorized capital stock consists of 50,000,000 shares of Class A common stock,
$0.0001 par value, 12,500,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred
stock, $0.0001 par value. The following description summarizes the material terms of our capital stock. Because it is only a summary,
it may not contain all the information that is important to you.


 


Units


 


Composition:
Each unit has an offering price of $10.00 and consists of one share of Class A common stock and one-third of one redeemable
warrant.


 


Listing:
The units are listed on the Nasdaq Capital Market under the symbol “MOTNU.”


 


Common
Stock


 


Authorization. The
outstanding shares of the Company’s common stock are duly authorized, validly issued, fully paid and nonassessable.


 


Listing. The
Company’s Class A common stock is listed on the Nasdaq Capital Market under the symbol “MOTN.” The Company’s
Class B common stock is not publicly traded.


 


Voting
Rights. 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.


 


Conversion
of Class B Common Stock: 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, or earlier at the option of the holder, 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 described
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 issued in our Initial Public Offering and related to the closing of our initial 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 then-outstanding shares of Class B common stock
agree to waive such adjustment with respect to any such issuance or deemed issuance, including pursuant to 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 the 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 our initial business combination (excluding (i) any shares or equity-linked securities issued
or issuable to any seller in the initial business combination and (ii) any private placement warrants issued to our initial stockholders,
officers, directors or their affiliates upon conversion of working capital loans).


 


Redemption
Rights: We will provide our public 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, calculated 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 tender their shares for redemption will not be reduced by the deferred underwriting commission we will
pay to the underwriter.


 






     


     


    

 


Our
initial stockholders, officers and directors have entered into agreements 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.


 


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 amended and restated certificate of incorporation provides that a
public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in
concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares
with respect to more than an aggregate of 15% of the 11,500,000 public shares sold in our Initial Public Offering, which we refer
to as the Excess Shares, without our consent. However, our stockholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination will not be restricted. Our stockholders’ inability to redeem
the Excess Shares will reduce their influence over our ability to complete our initial 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.


 


If
we seek stockholder approval in connection with our initial business combination, our initial stockholders, officers and directors
have agreed to vote any founder shares and any public shares held by them in favor of our initial business combination. As a result,
in addition to their founder shares, we would need only 4,312,501, or 37.5% of the 11,500,000 public shares sold in our Initial
Public Offering to be voted in favor of a transaction in order to have our initial business combination approved. Additionally,
each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction
or do not vote at all (subject to the limitation described in the preceding paragraph).


 


Outside
Charter: Pursuant to our certificate of incorporation, if we have not completed our initial business combination by October
19, 2022, or such later date as may be approved by our stockholders pursuant to an amendment to our amended and restated certificate
of incorporation, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not
previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law


 


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.


 


Preemptive
Rights: 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.


 


Dividends. We
have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion
of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any,
capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends
subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention
of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does
not anticipate declaring any dividends in the foreseeable future.


 






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Preferred
Stock


 


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors are 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 will be 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.


 


Redeemable
Warrants


 


Listing.
The Company’s warrants are listed on the Nasdaq Capital Market under the symbol “MOTNW.”


 


Exercisability:
Each whole warrant entitles the registered holder to purchase one 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 Initial Public Offering
and 30 days after the completion of our initial business combination, except as described below. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. Accordingly, unless you
purchase at least three units, you will not be able to receive or trade a whole warrant.


 


Exercise
Period: 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 covering the issuance of 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 under the Securities Act covering the issuance 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 to those shares of Class A common stock until the warrants expire or are redeemed.
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.


 


The
warrants that we issued in a private placement simultaneously with our Initial Public Offering (collectively the “private
warrants”), as well as any warrants we issue to our Sponsor, officers, directors or their affiliates in payment of working
capital loans made to us, are identical to the warrants underlying the units offered in our Initial Public Offering except that
such warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will not be redeemable by
us, in each case so long as they are still held by our Sponsor or its permitted transferees.


 






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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 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 $0.01 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) for any 20 trading days within a 30-trading day period
commencing once the warrants become exercisable and ending on the third trading day prior to the date on which 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. As a result, we may redeem the warrants as set
forth above even if the holders are otherwise unable to exercise the warrants.


 


We
have established the $18.00 per share (subject to adjustment) redemption criteria discussed above to prevent a redemption call
unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied
and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the
scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole
shares) warrant exercise price after the redemption notice is issued.


 


If
we call the warrants for redemption for cash as described above, our management will have the option to require any holder that
wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise
their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number
of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class
A common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants
would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the
excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value.
The “fair market value” for this purpose 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, the initial purchasers 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.


 


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:


 


		●	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 prior to redemption and receive that number of shares of Class A common stock to be 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;



 






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		●	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;



 


		●	if,
and only if, the private placement warrants are also concurrently called for redemption on the same terms as the outstanding public
warrants, as described above; and



 


		●	if,
and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock (or
a security other than the Class A common stock into which the Class A common stock has been converted or exchanged for in the
event we are not the surviving company in our initial business combination) issuable upon exercise of the warrants and a current
prospectus relating thereto 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 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.


 


Pursuant
to the warrant agreement, references above to Class A common stock shall include a security other than Class A common stock into
which the Class A common stock has been converted or exchanged for in the event we are not the surviving company in our initial
business combination. The numbers in the tables below will not be adjusted solely as a result of us not being the surviving entity
following our initial business combination.


 


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 as set forth in the first three paragraphs under the heading “— Anti-dilution
Adjustments” below. 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.


  





	Redemption Date (period to	 	Fair Market Value of Class A Common Stock	 
	 expiration of warrants)	 	$10.00	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	≥$18.00	 
	57 months	 	 	0.233	 	0.255	 	0.275	 	0.293	 	0.309	 	0.324	 	0.338	 	0.350	 	0.361	 
	54 months	 	 	0.229	 	0.251	 	0.272	 	0.291	 	0.307	 	0.323	 	0.337	 	0.350	 	0.361	 
	51 months	 	 	0.225	 	0.248	 	0.269	 	0.288	 	0.305	 	0.321	 	0.336	 	0.349	 	0.361	 
	48 months	 	 	0.220	 	0.243	 	0.265	 	0.285	 	0.303	 	0.320	 	0.335	 	0.349	 	0.361	 
	45 months	 	 	0.214	 	0.239	 	0.261	 	0.282	 	0.301	 	0.318	 	0.334	 	0.348	 	0.361	 
	42 months	 	 	0.208	 	0.234	 	0.257	 	0.278	 	0.298	 	0.316	 	0.333	 	0.348	 	0.361	 
	39 months	 	 	0.202	 	0.228	 	0.252	 	0.275	 	0.295	 	0.314	 	0.331	 	0.347	 	0.361	 
	36 months	 	 	0.195	 	0.222	 	0.247	 	0.271	 	0.292	 	0.312	 	0.330	 	0.346	 	0.361	 
	33 months	 	 	0.187	 	0.215	 	0.241	 	0.266	 	0.288	 	0.309	 	0.328	 	0.345	 	0.361	 
	30 months	 	 	0.179	 	0.208	 	0.235	 	0.261	 	0.284	 	0.306	 	0.326	 	0.345	 	0.361	 
	27 months	 	 	0.170	 	0.199	 	0.228	 	0.255	 	0.280	 	0.303	 	0.324	 	0.343	 	0.361	 
	24 months	 	 	0.159	 	0.190	 	0.220	 	0.248	 	0.274	 	0.299	 	0.322	 	0.342	 	0.361	 
	21 months	 	 	0.148	 	0.179	 	0.210	 	0.240	 	0.268	 	0.295	 	0.319	 	0.341	 	0.361	 
	18 months	 	 	0.135	 	0.167	 	0.200	 	0.231	 	0.261	 	0.289	 	0.315	 	0.339	 	0.361	 
	15 months	 	 	0.120	 	0.153	 	0.187	 	0.220	 	0.253	 	0.283	 	0.311	 	0.337	 	0.361	 
	12 months	 	 	0.103	 	0.137	 	0.172	 	0.207	 	0.242	 	0.275	 	0.306	 	0.335	 	0.361	 
	9 months	 	 	0.083	 	0.117	 	0.153	 	0.191	 	0.229	 	0.266	 	0.300	 	0.332	 	0.361	 
	6 months	 	 	0.059	 	0.092	 	0.130	 	0.171	 	0.213	 	0.254	 	0.292	 	0.328	 	0.361	 
	3 months	 	 	0.030	 	0.060	 	0.100	 	0.145	 	0.193	 	0.240	 	0.284	 	0.324	 	0.361	 
	0 months	 	 	0.000	 	0.000	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.324	 	0.361	 



 






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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 0.255 shares of Class A common stock for each whole warrant. However, 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 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 0.284 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. Once the average last
reported sale price of our Class A common stock exceeds $18.00, we will have the option to redeem the warrants using this method
or as described above under the heading “Redemption of warrants when the price per share of Class A common stock equals
or exceeds $18.00.”


 


This
redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only
provide for a redemption of warrants only 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 is 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 representing the
applicable redemption price for their warrants based on an option pricing model with a fixed volatility input as of the date of
the final prospectus filed in connection with 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 our capital structure. 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.


 


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.
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 exercised their warrants for shares of Class A common stock if and when the Class A common stock trades at a price higher
than the exercise price of $11.50.


 


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 up 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.


 






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Exercise
Limitations. 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.


 


Anti-Dilution
Adjustments. 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 (i) to modify the substance or timing of our obligation to allow redemption in
connection with our initial business combination or to redeem 100% of our public shares if we have not completed our initial business
combination within 24 months from the closing of our Initial Public Offering or (ii) with respect to any other provision relating
to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public
shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective
immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other
assets paid on each share of Class A common stock in respect of such event.


 


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


 


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


 






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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 will be 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 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 50%
of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public
warrants.


 


In
addition, if (x) we issue additional shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price of less than $9.20 per share (as adjusted for stock splits, stock
dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), (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 on the date of the consummation of our initial business combination (net of redemptions), and (z)
the Market Value is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like), then the exercise price of each warrant will be adjusted (to the nearest cent) such that the
effective exercise price per full share will be equal to 115% of the higher of the Market Value and the Newly Issued Price, and
the $18.00 per-share redemption trigger price described under “Redeemable Warrants — Redemption of warrants when
the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal
to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an
initial business combination with a target business.


 


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 up to the nearest whole number of shares of Class A
common stock to be issued to the warrant holder.


 


Certain
Provisions of the Charter and Bylaws


 


Majority
Vote. 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.


 


Staggered
Board of Directors. Our board of directors will be 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.


 






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Annual
Meeting. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until
one year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required
to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election
is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors
prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the
DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation
of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court
of Chancery in accordance with Section 211(c) of the DGCL.


 


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


 


Exclusive
Forum Selection. Our Amended and Restated Charter requires, to the fullest extent permitted by law, that derivative actions
brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions
may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery
in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery
(and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following
such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C)
for which the Court of Chancery does not have subject matter jurisdiction or (D) any action arising under the Securities Act,
as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction.
If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of
process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is
unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors
and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the
rules and regulations thereunder and therefore bring a claim in another appropriate forum. Additionally, we cannot be certain
that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum
provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action,
we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating
results and financial condition.


 


Our
Amended and Restated Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted by
applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will
not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal
courts have exclusive jurisdiction.


 


Certain
Anti-Takeover Provisions of Delaware Law


 


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


 


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


 


	 	●	an affiliate
    of an interested stockholder; or


 


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


 


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


 


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


 


	 	●	after
    the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned
    at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares
    of common stock; or


 


	 	●	on or
    subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at
    a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding
    voting stock not owned by the interested stockholder.


 




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