Exhibit
4.5


 


DESCRIPTION
OF SECURITIES


 


The
following description of 10X Capital Venture Acquisition Corp’s (the “Company,” “we” or “us”)
securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the
Company’s amended and restated certificate of incorporation (the “Charter”) and the Company’s Bylaws (the
“Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this
exhibit is a part. We encourage you to read the Charter, the Bylaws and the applicable provisions of the Delaware General Corporation
Law (the “DGCL”), for additional information.


 


General


 


We
are a Delaware corporation and our affairs are governed by our Charter and the DGCL. Pursuant to our Charter, we are authorized
to issue 300,000,000 shares of common stock, $0.0001 par value each, including 280,000,000 shares of Class A common stock
(“Class A common stock”) and 20,000,000 shares of Class B common stock (“Class B common stock” or
“founder shares”), as well as 1,000,000 shares of preferred stock, $0.0001 par value each.


 


Units


 


Each
unit issued in connection with our initial public offering consists of one share of Class A common stock and one-half 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 as described herein. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of the shares of Company’s Class A common stock. This means only a whole
warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-half of one warrant
to purchase a share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds two-halves of
one warrant, such whole warrant will be exercisable for one share of Class A common stock at a price of $11.50 per share.
The Class A common stock and warrants comprising the units began separate trading on January 13, 2021 and holders of our
units have the option to continue to hold units or separate their units into the component securities.


 


Common
Stock


 


As
of the date hereof, we had 25,156,250 shares of our common stock outstanding, including:


 


		●	20,125,000
shares of Class A common stock underlying units issued as part of our initial public offering; and



 


		●	5,031,250
shares of Class B common stock held by our initial stockholders.



 


Stockholders
of record of our common stock are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders
of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted
to a vote of our stockholders except as required by law. Unless specified in our Charter, or as required by applicable provisions
of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted
is required to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes, each
of which will generally serve for a term of three years (except for those directors appointed prior to our first annual meeting
of stockholders) with only one class of directors being elected in each year. There is no cumulative voting with respect to the
election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can
elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of
directors out of funds legally available therefor.


 


Because
our Charter authorizes the issuance of up to 380,000,000 shares of Class A common stock, if we were to enter into a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A
common stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent
we seek stockholder approval in connection with our initial business combination.


 






     


     


    

 


In
accordance with the Nasdaq Capital Market (“Nasdaq”) corporate governance requirements, we are not required to hold
an annual meeting until no later than 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.


 


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 (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares, subject to the limitations described herein. 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 with respect to any founder
shares and public shares they hold in connection with the completion of our initial business combination. 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 Charter, 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 Charter
requires 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. However,
the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any,
could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate
their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our outstanding
shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our Charter provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined
under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate
of 15% of the shares sold in our initial public offering, without our prior consent, which we refer to as the “Excess Shares.”
However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for
or against our 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.


 


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


 






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Pursuant
to our Charter, if we are unable to complete our initial business combination within 18 months from the closing of our initial
public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter, 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
(which interest shall be net of taxes payable and 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, liquidate and dissolve,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Our initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to
liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business
combination within 18 months from the closing of our initial public offering or any extended period of time that we may have
to consummate an initial business combination as a result of an amendment to our Charter. However, if our initial stockholders
or management team acquire public shares in or after our initial public offering, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination within the prescribed
time period.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is
made for each class of 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 earned on the funds held in the trust account (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject to the
limitations described herein.


 


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 included in the units sold in our initial public offering, 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 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 and public shares they hold in connection with a stockholder vote to approve an amendment to
our Charter to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated
an initial business combination within 18 months from the closing of our initial public offering 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 they hold if we fail to complete
our initial business combination within 18 months from the closing of our initial public offering or any extended period
of time that we may have to consummate an initial business combination as a result of an amendment to our Charter, 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 concurrently with or immediately following the consummation of our initial business combination
on a one-for-one basis, subject to adjustment as described herein and in our Charter. If we submit our initial business combination
to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares and any public shares
purchased during or after our initial public offering in favor of our initial business combination.


 






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The
founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following
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 provided 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
(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 limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors
and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until
the earlier to occur of: (i) (w) with respect to 25% of such shares, until consummation of our initial business combination,
(x) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $12.00 for any 20
trading days within a 30-trading day period following the consummation of our initial business combination, (y) with respect
to 25% of such shares, until the closing price of our Class A common stock exceeds $13.50 for any 20 trading days within
a 30-trading day period following the consummation of our initial business combination and (z) with respect to 25% of such
shares, until the closing price of our Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day
period following the consummation of our initial business combination and (ii) the date on which we complete a liquidation.
Up to 656,250 founder shares will be forfeited by our initial stockholders depending on the exercise of the over-allotment option.


 


Preferred
Stock


 


Our
Charter authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to
time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors is able to, without stockholder approval, issue shares of 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 shares of 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 shares outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred
stock, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share,
subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our initial
public offering and 30 days after the completion of our initial business combination, provided in each case that we have
an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise
of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless
basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder. 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 will trade. Accordingly, unless you purchase at least two 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.


 






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We
are not 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. 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, 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 best 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 best efforts to cause
the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. 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 best efforts to register or
qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


Redemption
of warrants for cash


 


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


 


		●	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 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 and for certain issuances of Class A common stock and equity-linked securities
for capital raising purposes in connection with the closing of our initial business combination) for any 20 trading days
within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders.



 


If
and when the warrants become redeemable by us for cash, we may exercise our redemption right even if we are unable to register
or qualify the underlying securities for sale under all applicable state securities laws.


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice
of redemption of the warrants, each warrant holder will be entitled to exercise 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 and for certain issuances of Class A
common stock and equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 






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Redemption
procedures and cashless exercise


 


If
we call the warrants for redemption as described above under “— Redemption of warrants for cash”, our management
will have the option to require any holder that wishes to exercise his, her or its warrant to do so on a “cashless basis.”
In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will
consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders
of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants. If our management
takes advantage of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number
of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of Class A
common stock underlying the warrants, multiplied by the excess of the “fair market value” of our Class A common
stock (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value”
will mean the average closing 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 holders of the private placement warrants and their permitted transferees would still be entitled to exercise their
private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would
have been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in
more detail below.


 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have
the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by
the holder) of the Class A common stock outstanding immediately after giving effect to such exercise.


 


If
the number of outstanding shares of Class A common stock is increased by a 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 fair market value 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) and (ii) the quotient of (x) the price per share of Class A
common stock paid in such rights offering and (y) the 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) 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,
(c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed 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 share of Class A common stock.


 






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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), (the
“Newly Issued Price”) (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 the volume weighted average trading price of our Class A common
stock during the 20 trading day period starting on the trading day after the day on which we consummate our initial business
combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00
per share redemption trigger price described under “— Redemption of warrants” will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


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 will be issued in registered form under that certain 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
will 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, at least 50% 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.


 






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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.


 


We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way
to the warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court
for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive
forum for any such action, proceeding or claim. This provision applies to claims under the Securities Act but does not apply to
claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole
and exclusive forum.


 


Private
Placement Warrants


 


The
warrants to purchase shares of Class A common stock at an exercise price of $11.50 per share (the “private placement warrants”)
issued to the sponsor in a private placement that closed simultaneously with the closing of our initial public offering (including
the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or
salable until 30 days after the completion of our initial business combination (except, among other limited exceptions to
our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants)
and they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees. The initial purchasers,
or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described
in this section, the private placement warrants have terms and provisions that are identical to those of the warrants being sold
as part of the units in our initial public offering. If the private placement warrants are held by holders other than the initial
purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders
on the same basis as the warrants included in the units sold in our initial public offering.


 


If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
his, her or its warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair
market value” of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair
market value. The “fair market value” will mean the average closing price of the Class A common stock for the
10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the
warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are
held by the initial purchasers or their permitted transferees is because it is not known at this time whether they will be affiliated
with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open
market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except
during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider
cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders
who could exercise their warrants and sell the shares of Class A common stock received upon such exercise freely in the open
market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In
order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of
our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000
of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the
option of the lender. Such warrants would be identical to the private placement warrants.


 


Our
sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock
issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business
combination, except that, among other limited exceptions transfers can be made to our officers and directors and other persons
or entities affiliated with the sponsor.


 






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Dividends


 


We
have not paid any cash dividends on our 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 cash
dividends subsequent to a business combination will be within the discretion of our board of directors at such time. Further,
if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company.
We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent,
its agents and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of
acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence or intentional
misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company has agreed that it has no
right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust account, and has irrevocably
waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have now or in the
future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be pursued,
solely against us and our assets outside the trust account and not against the any monies in the trust account or interest earned
thereon.


 


Charter


 


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


 


		●	If
we are unable to complete our initial business combination within 18 months from the closing of our initial public offering,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no
more than ten business days thereafter, 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 (which interest
shall be net of taxes payable and 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, liquidate and dissolve, subject in each case
to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other
applicable law;



 


		●	Prior
to our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive
funds from the trust account or (ii) vote as a class with our public shares on our initial business combination or (b) to
approve an amendment to our Charter to (x) extend the time we have to consummate a business combination beyond 18 months
from the closing of our initial public offering or (y) amend the foregoing provisions;



 


		●	Although
we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors
or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation
or appraisal firm that such a business combination is fair to our company from a financial point of view;



 


		●	If
a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote
for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E
of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which
contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act. Whether or not we maintain our registration under the Exchange Act
or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of
the two methods listed above;



 






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		●	We
must complete one or more business combinations having an aggregate fair market value of at least 80% of the assets held in the
trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at
the time of the agreement to enter into the initial business combination;



 


		●	If
our stockholders approve an amendment to our Charter to modify the substance or timing of our obligation to redeem 100% of our
public shares if we do not complete our initial business combination within 18 months from the closing of our initial public
offering, or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination
activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common
stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the
number of then outstanding public shares, subject to the limitations described herein; and



 


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



 


In
addition, our Charter provides that under no circumstances will we redeem our public shares in an amount that would cause our
net tangible assets to be less than $5,000,001.


 


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


 


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


 


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



 


		●	an
affiliate of an interested stockholder; or



 


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



 


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


 


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



 


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



 


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



 


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


 


Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval 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.


 






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Exclusive
forum for certain lawsuits


 


Our
Charter will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action
or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,
officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers
or employees arising pursuant to any provision of the DGCL or our Charter or Bylaws, or (iv) any action asserting a claim
against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of
Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of 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 or (C) for which the Court of
Chancery does not have subject matter 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.


 


Notwithstanding
the foregoing, our Charter provides that the exclusive forum provision does not apply to suits brought to enforce a duty or liability
created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. 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.


 


Additionally,
unless we consent in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers,
other employees or agents. Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
Accordingly, there is uncertainty as to whether a court would enforce these exclusive forum provisions, and the enforceability
of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. While
the Delaware courts have determined that such exclusive forum provisions are facially valid, a stockholder may nevertheless seek
to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that
such provisions will be enforced by a court in those other jurisdictions. Any person or entity purchasing or otherwise acquiring
any interest in our securities shall be deemed to have notice of and consented to these provisions; however, we note that investors
cannot waive compliance with the federal securities laws and the rules and regulations thereunder.


 


Special
meeting of stockholders


 


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


 


Advance
notice requirements for stockholder proposals and director nominations


 


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


 






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Action
by written consent


 


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


 


Classified
Board of Directors


 


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


 


Class B
Common Stock Consent Right


 


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


 


Securities
Eligible for Future Sale


 


We
have 25,156,250 shares of common stock outstanding. Of these shares, 20,125,000 shares of Class A common stock are freely
tradable without restriction or further registration under the Securities Act, except for any Class A common stock purchased
by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares and
all of the outstanding private placement warrants are restricted securities under Rule 144, in that they were issued in private
transactions not involving a public offering.


 


Rule 144


 


Pursuant
to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled
to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time
of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting
requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the
Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale.


 


Persons
who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or
at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would
be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:


 


		●	1%
of the total number of shares of common stock then outstanding; or



 


		●	the
average weekly reported trading volume of the Class A common stock during the four calendar weeks preceding the filing of
a notice on Form 144 with respect to the sale.



 


Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability
of current public information about us.


 






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Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies


 


Rule 144
is not available for the resale of securities initially issued by shell companies (other than business combination related shell
companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important
exception to this prohibition if the following conditions are met:


 


		●	the
issuer of the securities that was formerly a shell company has ceased to be a shell company;



 


		●	the
issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;



 


		●	the
issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding
12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K
reports; and



 


		●	at
least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its
status as an entity that is not a shell company.



 


As
a result, our initial stockholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant
to Rule 144 without registration one year after we have completed our initial business combination.


 


Registration
Rights


 


The
holders of the (i) founder shares, which were issued in a private placement prior to the closing of our initial public offering,
(ii) private placement warrants, which were issued in a private placement simultaneously with the closing of our initial
public offering and the shares of Class A common stock underlying such private placement warrants and (iii) private
placement warrants that may be issued upon conversion of working capital loans will have registration rights to require us to
register a sale of any of our securities held by them pursuant to a registration rights agreement. The holders of these securities
are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders
have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion
of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.


 


Listing
of Securities


 


Our
units, Class A common stock and warrants are listed on Nasdaq under the symbols “VCVCU,” “VCVC” and “VCVCW,”
respectively.


 




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