Exhibit 4.2


 


Description of Securities Registered Pursuant
to Section 12 of the Securities Exchange Act of 1934


 


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


 


Pursuant to our amended and restated certificate of incorporation,
our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000 shares of Class B common
stock, $0.0001 par value, and 20,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes
the material terms of our capital stock.


 


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


 


Units


 


Each unit consists of one share of Class A common stock and one-fourth
of one redeemable warrant. Each whole 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.


 


A warrant holder may exercise its warrants only for a whole number
of shares of the Company’s Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant
holder.


 


Common Stock


 


Stockholders of record are entitled to one vote for each share held
on all matters to be voted on by stockholders. Holders of record of our Class A common stock and holders of record of our Class B
common stock vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law.


 


Unless specified in our amended and restated articles of incorporation,
or as required by applicable provisions of the Nevada Revised Statutes (“NRS”) 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. 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.


 


Our board of directors is divided into three classes with only one
class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual meeting)
serving a three-year term. 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 the Nasdaq. We may not hold an annual meeting to appoint new directors
prior to the consummation of our initial business combination. Prior to the consummation of an initial business combination, any vacancy
on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the
consummation of an initial business combination, holders of two-thirds of the voting power of our founder shares may remove a member of
the board of directors for any reason. Holders of shares of our Class A common stock are not entitled to vote on the appointment
of directors during this time.


 









     


     


    

 


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 (less amounts released to us to pay our taxes), divided by the number of then outstanding
public shares, subject to the limitations described herein. The per share amount we will distribute to investors who properly redeem their
shares will not be reduced by the deferred underwriting commissions we will pay to our underwriter. The redemption rights will include
the requirement that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly
redeem its shares. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us pursuant to
which they have agreed to waive their redemption rights in connection with the completion of our initial business combination with respect
to any founder shares, independent director shares and public shares they hold. Unlike many special purpose acquisition companies that
hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if
a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will,
pursuant to our amended and restated articles of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC,
and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated articles of
incorporation require these tender offer documents to contain substantially the same financial and other information about our initial
business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of
the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many
special purpose acquisition companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and
not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority
of the shares of common stock voted are voted in favor 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 articles of incorporation provide 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),
are restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering
(which we refer to as “Excess Shares”), without our prior consent. However, we will not restrict our stockholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination. 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 our initial 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 shares in open market transactions, potentially at a loss.


 


In the event of a liquidation, dissolution or winding up of the company
after a business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them
after payment of liabilities and after provision is made for each class of shares, 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 public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to
the aggregate amount then on deposit in the trust account, including interest (less amounts released to us to pay our taxes), divided
by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described
herein.


 


Additionally, the units that have not already been separated will automatically
separate into their component parts in connection with the completion of our initial business combination and will no longer be listed
thereafter.


 


Founder Shares


 


The founder shares are designated as Class B common stock
and, except as described below, are identical to the shares of Class A common stock, and holders of founder shares have the
same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as
described in more detail below, (ii) our initial stockholders, sponsor, officers and directors have entered into a letter agreement
with us pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares, independent
director shares and public shares they hold in connection with the completion of our initial business combination, (B) to waive
their redemption rights with respect to any founder shares, independent director shares and public shares they hold in connection
with a stockholder vote to approve an amendment to our amended and restated articles of incorporation to modify the substance or
timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination by November
3, 2022 or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination
activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares and
independent director shares they hold if we fail to complete our initial business combination by November 3, 2022, 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 such time period, and (iii) the founder shares are automatically convertible into
Class A common stock at the consummation of our initial business combination on a one-for-one basis, subject to adjustment as
described herein and provided for in our amended and restated articles of incorporation. If we submit our initial business
combination to our stockholders for a vote, our initial stockholders, sponsor, officers and directors have agreed to vote their
founder shares, independent director shares and any public shares purchased in favor of our initial business combination. Prior to
our initial business combination, only holders of our founder shares have the right to vote on the appointment of directors. Holders
of shares of our Class A common stock are not entitled to vote on the appointment of directors during such time. In addition,
prior to the completion of an initial business combination, holders of two-thirds of the voting power of our founder shares may
remove a member of the board of directors for any reason. These provisions of our amended and restated articles may only be amended
by a majority of holders of at least 90% of the outstanding founder shares entitled to vote thereon. With respect to any other
matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as
required by law, holders of our founder shares and holders of shares of our Class A common stock vote together as a single
class, with each share entitling the holder to one vote.


 






     


     


    

 


The founder shares will automatically convert into shares of Class A
common stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock
splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as described herein. In the
case that additional shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our
initial business combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal,
in the aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion
(excluding independent director shares and after giving effect to any redemptions of shares of Class A common stock by public stockholders),
including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of
any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of
the initial business combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable
for or convertible into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination
and any private placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that
such conversion of founder shares will never occur on a less than one-for-one basis.


 


With certain exceptions, the founder shares are not transferable, assignable
or salable until the earlier of (A) 180 days after the completion of our initial business combination, and (B) the date following the
completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction
that results in all of our public stockholders having the right to exchange their Class A common stock for cash, securities or other
property. A permitted transfer of Class B common stock will not trigger mandatory conversion of such shares into shares of Class A
common stock.


 


Independent Director Shares


 


On October 23, 2020, we granted 10,000 shares of Class A
common stock (“independent director shares”) to our first independent director, Gerald Gorman. On January 27, 2021, we
granted 10,000 independent director shares to Adrian Steckel, our second independent director. We expect to make similar grants to
our additional independent directors as they are appointed. The independent director shares will vest on the date of the
consummation of our initial business combination, subject to continued service on our board of directors until that date. Our
independent directors have entered into a letter agreement with us pursuant to which they are subject to the same transfer
restrictions and waivers as our initial stockholders, sponsor, officers and directors discussed in the section entitled “-
Founder Shares” above.


 






     


     


    

 


Redeemable Warrants


 


Each whole warrant entitles the registered holder to purchase one share
of 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 November 3, 2021, and 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 will be issued upon separation of the units and only whole warrants
are traded. Accordingly, unless you hold at least four units, you will not be able to receive or trade a whole warrant. The warrants will
expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption
or liquidation.


 


We are not be obligated to deliver any Class A common stock pursuant
to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities
Act with respect to the 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, except if the warrants may be exercised on a “cashless
basis” and such cashless exercise is exempt from registration under the Securities Act. No warrant will be exercisable and we will
not be obligated to issue a share of Class A common stock upon exercise of a warrant unless the share of 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 and cashless exercise is unavailable, 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
fifteen (15) business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file
with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise
of the warrants. We will use our commercially reasonable 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. If a registration statement covering the shares of Class A common stock issuable upon exercise
of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders
may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or
another exemption.


 


Notwithstanding the above, if our Class A common stock are at
the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their
warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such
event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal
to the lesser of (A) 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) less the exercise price of the warrants
by (y) the fair market value and (B) 0.361 per whole warrant. The “fair market value” as used in this paragraph shall mean
the volume weighted average price of the shares of Class A common stock for the 10 trading days ending on the trading day prior to
the date on which the notice of exercise is received by the warrant agent.


 









     


     


    

 


Redemption of Warrants When the Price Per Share of Class A
Common Stock Equals or Exceeds $18.00.


 


Once the warrants become exercisable, we may call the warrants for
redemption (except as described herein with respect to the private placement warrants):


 


		·	in whole and not in part;



 


		·	at a price of $0.01 per warrant



 


		·	upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;
and



 


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



 


We will not redeem the warrants as described above unless a registration
statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants
is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption
period. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws.


 


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


 


Redemption of Warrants When the Price Per Share of Class A
Common Stock Equals or Exceeds $10.00. 


 


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


 


		·	in whole and not in part;



 


		·	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise
their warrants, but only on a cashless basis, prior to redemption and receive that number of shares to be determined by reference to the
table 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;



 


		·	if, and only if, the closing price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, reclassifications, recapitalizations and the like) for any 20 trading days within the 30-trading day
period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders; and if the
closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day
prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, reclassifications, recapitalizations and the like), the private placement warrants must also
be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.



 


Beginning on the date the notice of redemption is given until the
warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. 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 for these purposes based on the volume weighted average price of our Class A common stock for the 10
trading days immediately following 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. We
will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period
described above ends.


 






     


     


    

 


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 table below will
not be adjusted when determining the number of shares of Class A common stock to be issued upon exercise of the warrants if we are
not 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 under the heading
 “- Anti-dilution Adjustments” below.


 


If the number of shares issuable upon exercise of a warrant is adjusted,
the adjusted share prices in the column headings will equal the share 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. If the exercise price
of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading “- Anti-Dilution Adjustments”
below, the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator
of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “- Anti-Dilution Adjustments”
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “-
Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the
decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 


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




 



     


     


    

 








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


 


This redemption feature differs from the typical warrant redemption
features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the
private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of
time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A common stock
are trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the
exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants
without the warrants having to reach the $18.00 per share threshold set forth above under “- Redemption of Warrants When the Price
Per Share of Class A Common Stock Equals or Exceeds $18.00.” Holders choosing to exercise their warrants in connection with
a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model
with a fixed volatility input as of October 29, 2020. This redemption right provides us with an additional mechanism by which to redeem
all of the outstanding warrants, and therefore have certainty as to (i) our capital structure as the warrants would no longer be outstanding
and would have been exercised or redeemed and (ii) the amount of cash provided by the exercise of the warrants and available to use, and
also provides a ceiling to the theoretical value of the warrants as it locks in the amount of shares we would pay to warrant holders that
exercise if we choose to redeem the warrants in this manner. We will be required to pay the applicable redemption price to warrant holders
if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine
it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to
update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


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


 


No fractional Class A common stock will be issued upon
exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the
nearest whole number of 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. At such
time as the warrants become exercisable for a security other than the Class A common stock, the surviving company will use its
commercially reasonable efforts to register under the Security Act the security issuable upon the exercise of the warrants within
twenty business days of the closing of an initial business combination.


 






     


     


    

 


Other Provisions. 


 


A holder of a warrant may notify us in writing in the event it elects
to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect
to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially
own in excess of 4.9% or 9.8% (as specified by the holder) of the 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 share capitalization payable in shares of Class A common stock, or by a split-up of common stock or other similar
event, then, on the effective date of such share capitalization, 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 common stock.
A rights offering to holders of common stock entitling holders to purchase Class A common stock at a price less than the “historical
fair market value” (as defined below) will be deemed a share capitalization 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 and (y) the historical
fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for shares of 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) “historical fair market value”
means the volume weighted average price of shares 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 Class A common stock trades 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 Class A common stock (or other securities into which the warrants are convertible), other than (a) as described above,
(b) certain ordinary cash dividends of $0.50 per annum subject to adjustment, (c) to satisfy the redemption rights of the holders of Class A
common stock in connection with a proposed initial business combination including in connection with a vote to extend the time we have
to complete our initial business combination, or (d) 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 Class A common stock is
decreased by a consolidation, combination, reverse share split or reclassification of Class A common stock or other similar event,
then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of
shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding
shares of Class A common stock.


 


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


 


In addition, if (x) we issue additional shares of Class A
common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue
price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our
initial stockholders or their affiliates, without taking into account any founder shares held by our initial stockholders or such
affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares), (y) the aggregate gross
proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding
of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and
(z) the volume weighted average trading price of our Class A common stock during the 10 trading day period starting on the
trading day prior to the day on which we consummate our initial business combination is below $9.20 per share, then the exercise
price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly
Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher
of the Market Value and the Newly Issued Price (see “Redemption of Warrants When the Price Per Share of Class A Common
Stock Equals or Exceeds $18.00” and “- Redemption of Warrants When the Price Per Share of Class A Common Stock
Equals or Exceeds $10.00”), and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be
equal to the higher of the Market Value and the Newly Issued Price (see “- Redemption of Warrants When the Price Per Share of
Class A Common Stock Equals or Exceeds $10.00”).


 






     


     


    

 


In case of any reclassification or reorganization of the outstanding
Class A common stock (other than those described above or that solely affects the par value of such 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 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 Class A common stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Class A common stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon
a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their
warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A common stock
in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure
of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant
Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value
to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders
of the warrants otherwise do not receive the full potential value of the warrants.


 


The warrants are issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the
warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all other
modifications or amendments require the vote or written consent of the holders of at least 50% of the then outstanding public warrants,
and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstanding private placement
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 common stock and any voting rights until they exercise their warrants and receive Class A common stock. After the issuance
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 shares will be issued upon exercise of the warrants.
If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round
down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder.


 


Certain Anti-Takeover Provisions of Nevada law and our Amended and
Restated Articles of Incorporation and Bylaws


 


Business Combinations


 


We are subject to the provisions of Sections 78.411 to 78.444, inclusive,
of the NRS regulating corporate takeovers. This statute generally prohibits a publicly traded Nevada corporation with at least 200 stockholders
of record from engaging in various “combination” transactions with any interested stockholder for a period of up to four years
after the date of the transaction in which the person became an interested stockholder, unless the combination or transaction was approved
by the board of directors before such person became an interested stockholder or the combination is approved by the board of directors,
if within two years after the date in which the person became an interested stockholder, and is approved by the affirmative vote of stockholders
representing at least 60% (for a combination within two years after becoming an interested stockholder) or a majority (for combinations
between two and four years thereafter) of the outstanding voting power held by disinterested stockholders. Alternatively, a corporation
may engage in a combination with an interested stockholder more than two years after such person becomes an interested stockholder if:


 


		·	the consideration to be paid to the holders of the corporation’s stock, other than the interested stockholder, is at least equal
to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately preceding the date
of the announcement of the combination or the transaction in which it became an interested stockholder, whichever is higher, plus interest
compounded annually, (b) the market value per share of common stock on the date of announcement of the combination or the date the interested
stockholder acquired the shares, whichever is higher, less certain dividends paid or (c) for holders of preferred stock, the highest liquidation
value of the preferred stock, if it is higher; and



 


		·	the interested stockholder has not become the owner of any additional voting shares since the date of becoming an interested stockholder
except by certain permitted transactions.



 


A “combination” is generally defined to include (i) mergers
or consolidations with the “interested stockholder” or an affiliate or associate of the interested stockholder, (ii) any sale,
lease exchange, mortgage, pledge, transfer or other disposition of assets of the corporation, in one transaction or a series of transactions,
to or with the interested stockholder or an affiliate or associate of the interested stockholder: (a) having an aggregate market value
equal to 5% or more of the aggregate market value of the assets of the corporation, (b) having an aggregate market value equal to 5% or
more of the aggregate market value of all outstanding shares of the corporation or (c) representing more than 10% of the earning power
or net income (determined on a consolidated basis) of the corporation, (iii) any issuance or transfer of securities to the interested
stockholder or an affiliate or associate of the interested stockholder, in one transaction or a series of transactions, having an aggregate
market value equal to 5% or more of the aggregate market value of all of the outstanding voting shares of the corporation (other than
under the exercise of warrants or rights to purchase shares offered, or a dividend or distribution made pro rata to all stockholders of
the corporation), (iv) adoption of a plan or proposal for liquidation or dissolution of the corporation with the interested stockholder
or an affiliate or associate of the interested stockholder and (v) certain other transactions having the effect of increasing the proportionate
share of voting securities beneficially owned by the interested stockholder or an affiliate or associate of the interested stockholder.


 


In general, an “interested stockholder” means any person
who (i) beneficially owns, directly or indirectly, 10% or more of the voting power of the outstanding voting shares of a corporation,
or (ii) is an affiliate or associate of the corporation that beneficially owned, within two years prior to the date in question, 10% or
more of the voting power of the then-outstanding shares of the corporation.


 









     


     


    

 


We have opted out of the protections of Sections 78.411 to 78.444,
inclusive, of the NRS in our amended and restated articles of incorporation until our founder ceases to beneficially own at least 15%
of our outstanding shares of common stock.


 


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.


 


Common Stock Consent Right


 


For so long as shares of Class A common stock and Class B
common stock are outstanding, we may not amend, alter or repeal any provision in our amended and restated articles of incorporation so
as to adversely affect the relative rights, preferences, qualifications, limitations or restrictions of either such class of common stock
as compared to those of the other class of common stock without the affirmative vote of the holders of a majority of the voting power
of the outstanding shares of each class of common stock whose relative rights, preferences, qualifications, limitations or restrictions
are so affected.