Exhibit
4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


The
following summary of the material terms of certain securities of DPCM Capital, Inc., a Delaware corporation (“we,”
“us,” “our” or “the company”), is not intended to be a complete summary of the rights and
preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of incorporation,
our bylaws and the warrant agreement, dated October 20, 2020, between the company and Continental Stock Transfer & Trust Company
(the “Warrant Agreement”), in each case incorporated by reference as exhibits to the company’s Annual Report
on Form 10-K (the “Report”) of which this exhibit is a part, and applicable Delaware law, including the Delaware General
Corporation Law (the “DGCL”).


 


As
of the end of the period covered by the Report, we had the following three classes of securities registered under Section 12 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) units, each consisting of one share of Class
A common stock and one-third of one redeemable warrant, (ii) Class A common stock, par value $0.0001 per share, and (iii) warrants,
each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50. This exhibit also references
the company’s Class B common stock, par value $0.0001 per share (“Class B common stock” or “founder shares”),
which is not registered pursuant to Section 12 of the Exchange Act but is convertible into Class A common stock. The description
of the Class B common stock is included to assist in the description of the Class A common stock. Unless the context otherwise
requires, references to our “sponsor” are to CDPM Sponsor Group, LLC, a Delaware limited liability company, and references
to our “initial stockholders” are to holders of our founder shares prior to our initial public offering. Terms used
but not defined herein shall have the meaning ascribed to such terms in the Report.


 


General


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class
A common stock, par value $0.0001 per share, 10,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000
shares of undesignated preferred stock, par value $0.0001 per share.


 


Our
units, Class A common stock and warrants are listed on the New York Stock Exchange (“NYSE”) under the symbols “XPOA.U”
“XPOA” and “XPOA WS,” respectively.


 


Units


 


Each
unit consists of one whole share of Class A common stock and one-third of one warrant. Each whole warrant entitles the holder
thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the
Warrant Agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This
means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade.


 


The
Class A common stock and warrants comprising the units commenced separate trading on December 11, 2020. Holders have the option
to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact
our transfer agent in order to separate the units into shares of Class A common stock and warrants.


 


Common
Stock


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of
the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted
to a vote of our stockholders, except as required by law. Unless specified in our amended and restated certificate of incorporation
or bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority
of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of
directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors
being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are
entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.
Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to
the completion of an initial business combination, only holders of a majority of our founder shares may remove a member of the
board of directors.


 






     


    


    

 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 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 business combination.


 


In
accordance with the NYSE 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 the NYSE. 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. Prior to the completion 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 completion of an initial business combination, only holders of a majority of our founder shares may remove a member
of the board of directors.


 


We
will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account as of two business days prior to the consummation of our initial business combination including interest earned on the
funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding
public shares, subject to the limitations described herein. The per-share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriter. Our sponsor,
officers, directors and initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the
completion of our business combination. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations
in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion
of such initial business combinations even when a vote is not required by law, if a stockholder vote is not required by law and
we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated
certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents
with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation requires
these tender offer documents to contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, 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 blank
check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant
to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority
of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting will
consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing a majority
of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. 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 business combination even if a majority of our public stockholders vote, or indicate their intention to vote,
against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock
voted, non-votes will have no effect on the approval of our business combination once a quorum is obtained. We intend to give
approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required,
at which a vote shall be taken to approve our business combination. These quorum and voting thresholds, and the voting agreements
of our initial stockholders, may make it more likely that we will consummate our initial business combination.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the shares of common stock sold in our initial public offering, which we refer to as the “Excess Shares”.
However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for
or against our business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence
over our ability to complete our business combination, and such stockholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions
with respect to the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to
hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market
transactions, potentially at a loss.


 






    2 


    


    

 


If
we seek stockholder approval in connection with our business combination, our initial stockholders have agreed to vote their founder
shares and any public shares held by them in favor of our initial business combination. Additionally, each public stockholder
may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction (subject to the
limitation described in the preceding paragraph).


 


Pursuant
to our amended and restated certificate of incorporation, if we do not complete our business combination by October 23, 2022,
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 subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. Our sponsor, officers, directors and initial stockholders have
entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to any founder shares held by them if we fail to complete our business combination by October
23, 2022. However, if our sponsor, officers, directors or initial stockholders acquire public shares, they will be entitled to
liquidating distributions from the trust account with respect to such public shares if we fail to complete our 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 stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with
the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in
the trust account, upon the completion of our initial business combination, subject to the limitations described herein.


 


Founder
Shares


 


The
founder shares are identical to the shares of Class A common stock, and holders of founder shares have the same stockholder rights
as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more
detail below, (ii) our sponsor, officers, directors and initial stockholders have entered into a letter agreement with us, pursuant
to which they have agreed (A) to waive their redemption rights with respect to any founder shares and any public shares held by
them in connection with the completion of our business combination and (B) to waive their rights to liquidating distributions
from the trust account with respect to any founder shares held by them if we fail to complete our business combination by October
23, 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 business combination within such time period, (iii) the founder shares are shares of our
Class B common stock that will automatically convert into shares of our Class A common stock at the time of our initial business
combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment pursuant
to certain anti-dilution rights, as described herein and (iv) the founder shares are entitled to registration rights. If we submit
our business combination to our public stockholders for a vote, our sponsor, officers, directors and initial stockholders have
agreed to vote any founder shares and public shares held by them in favor of our initial business combination.


 


The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business
combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock,
or equity-linked securities, are issued or deemed issued in excess of the amounts issued in our initial public offering and related
to the closing of the business combination, the ratio at which shares of Class B common stock shall convert into shares of Class
A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive
such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable
upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of
the total number of all shares of common stock outstanding upon completion of our initial public offering plus all shares of Class
A common stock and equity-linked securities issued or deemed issued in connection with the business combination (excluding any
shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private
placement-equivalent warrants issued upon conversion of working capital loans). We cannot determine at this time whether a majority
of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion
ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the
agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial business
combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class
B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders of our Class
B common stock, but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment is waived,
the issuance would reduce the percentage ownership of holders of both classes of our common stock. Holders of founder shares may
also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to
adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt or equity securities
that are convertible, exercisable or exchangeable for shares of Class A common stock issues in a financing transaction in connection
with our initial business combination, including but not limited to a private placement of equity or debt. Securities could be
“deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or
exercise of convertible securities, warrants or similar securities.


 






    3 


    


    

 


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


 


Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.
Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to
the completion of an initial business combination, only holders of a majority of our founder shares may remove a member of the
board of directors. These provisions of our amended and restated certificate of incorporation may only be amended by a resolution
passed by a majority of our Class B common stock. 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 our public shares will vote together as a single class, with each share entitling the holder to one vote.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors are authorized to fix the voting rights, if any, designations, powers, preferences, the
relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors are able to, without stockholder approval, issue preferred stock with voting
and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have
anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have
the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. 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 whole share of our Class A common stock at a price of $11.50 per
share, subject to adjustment as discussed below, at any time commencing on the later of October 23, 2021 or 30 days after the
completion of our initial business combination. Pursuant to the Warrant Agreement, a warrant holder may exercise its warrants
only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given
time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
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.


 






    4 


    


    

 


We
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act of 1933, as amended (the “Securities
Act”), with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating
thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will be
exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common
stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the
state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding
sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant
and such warrant may have no value and expire worthless.


 


We
have agreed that as soon as practicable, but in no event later than twenty 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 shares of Class A common stock issuable upon exercise of the warrants. We will use our commercially
reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and
to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if our Class A common stock
is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will
be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the
extent an exemption is not available.


 


Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00.


 


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


 





	 	●	in whole and not in part;
	 	 	 
	 	●	at a price of $0.01 per warrant;
	 	 	 
	 	●	upon not less than 30 days’ prior
  written notice of redemption to each warrant holder; and
	 	 	 
	 	●	if, and only if, the last reported
  sale price of the Class A common stock for any 20 trading days within a 30-trading day period ending three business days before
  we send the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds
  $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain
  issuances of Class A common stock and equity-linked securities).



 


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 $18.00 per share (as adjusted) redemption criteria discussed above to prevent a redemption call unless there
is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and
we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise its warrant prior to the scheduled
redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain issuances of Class A common stock
and equity-linked securities) 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 redeem the outstanding warrants (except as described herein with respect to the private
placement warrants):


 





	 	●	in whole and not in part;
	 	 	 
	 	●	at $0.10 per warrant upon a minimum
  of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless
  basis prior to redemption and receive that number of shares 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 Reference Value
  (as defined above) equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, reclassifications,
  recapitalizations and the like and certain issuances of Class A common stock and equity-linked securities);



 






    5 


    


    




	 	 	 
	 	●	if the Reference Value is less than
  $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like and certain
  issuances of Class A common stock and equity-linked securities) the private placement warrants must also be concurrently called
  for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its
  warrants) as the outstanding public warrants, as described above; and
	 	 	 
	 	●	if, and only if, there is an effective
  registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and
  a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given, or
  an exemption from registration is available.



 


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


 


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


 


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


 


	 	 	Fair
    Market Value of Class A Common Stock	 
	Redemption
    Date (period to expiration of warrants)	 	10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.365	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.365	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.365	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.365	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.365	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.364	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.364	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.364	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.364	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.364	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.364	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.364	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.364	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.363	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.363	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.363	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.362	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.362	 
	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	 



 






    6 


    


    

 


The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is
between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class
A common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number
of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based
on a 365 or 366-day year, as applicable. For example, if the average last reported sale price of our Class A common stock
for the ten trading days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders
of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may
choose to, in connection with this redemption feature, exercise their warrants for 0.277 shares of Class A common stock for
each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above,
if the average last reported sale price of our Class A common stock for the ten trading days ending on the third trading date
prior to the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time
there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature,
exercise their warrants for 0.298 shares of Class A common stock for each whole warrant. In no event will the warrants be
exercisable in connection with this redemption feature for more than 0.365 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 is trading at or above $10.00 per share, which may
be at a time when the trading price of our Class A common stock is below the exercise price of the warrants. We have established
this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00
per share threshold. Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will,
in effect, receive a number of shares representing “fair value” for their warrants based on a Black-Scholes option
pricing model with a fixed volatility input. This redemption right provides us with an additional mechanism by which to redeem
all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding
and would have been exercised or redeemed and we will be required to pay the 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 is trading at a price starting at $10.00, which is below
the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while
providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares.
If we choose to redeem the warrants when the Class A common stock is trading at a price below the exercise price of the warrants,
this could result in the warrant holders receiving fewer 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 was trading at a price higher
than the exercise price of $11.50.


 


No
fractional shares of Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive
a fractional interest in a share, we will round 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 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 Class A
common stock, the company (or the surviving company) will use its commercially reasonable efforts to register under the Securities
Act the security issuable upon the exercise of the warrants.


 






    7 


    


    

 


Redemption
Procedures and Cashless Exercise. If we call the warrants for redemption as described above, 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 shares of Class A common stock
underlying the warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price
of the warrants by (y) the fair market value. The “fair market value” shall mean the average last reported sale price
of the Class A common stock for the ten trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will
contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the
warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce
the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an
attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If
we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transferees
would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described
above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants
on a cashless basis, as described in more detail below.


 


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


 


Anti-Dilution Adjustments.
If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common
stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock
dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will
be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of
Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will
be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class
A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price
per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if
the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable
for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common
stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares
of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive
such rights.


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other
shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary
cash dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial
business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in connection with a stockholder
vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide
holders of our Class A common stock the right to have their shares redeemed or to redeem 100% of our Class A common stock if we
do not complete our initial business combination by October 23, 2022 or with respect to any other provisions relating to the rights
of holders of our Class A common stock, or (e) in connection with the redemption of our public shares upon our failure to complete
our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective
date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of
Class A common stock in respect of such event.


 


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


 






    8 


    


    

 


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 our 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 their 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 completion of our initial
business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during
the 20 trading day period starting on the trading day prior to the day on which we complete 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 $10.00 and $18.00 per share redemption
trigger prices described above under “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”
will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price,
respectively.


 


In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above
or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of
us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that
does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of
any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially
as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of 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 shares of Class A common stock in such a transaction is payable in the form of shares 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 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 were issued in registered form under the Warrant Agreement, which provides that the terms of the warrants may be amended
without the consent of any holder (i) to cure any ambiguity or correct any mistake, including to conform the provisions of the
Warrant Agreement to the description of the terms of the warrants and the Warrant Agreement set forth in the final prospectus
for our initial pubic offering, or to cure, correct or supplement any defective provision, or (ii) to add or change any other
provisions with respect to matters or questions arising under the Warrant Agreement as the parties to the Warrant Agreement may
deem necessary or desirable and that the parties deem to not adversely affect the interests of the registered holders of the warrants,
but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change that adversely
affects the interests of the registered holders of public warrants.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied
by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to
us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A
common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance
of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held
of record on all matters to be voted on by stockholders.


 






    9 


    


    

 


No
fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of Class
A common stock to be issued to the warrant holder.


 


Private
Placement Warrants


 


The
private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will
not be transferable, assignable or saleable 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 our sponsor) and they will
not be redeemable under certain redemption scenarios by us so long as they are held by our sponsor or its permitted transferees.
Otherwise, the private placement warrants have terms and provisions that are identical to those of the public warrants, including
as to exercise price, exercisability and exercise period. If the private placement warrants are held by holders other than our
sponsor or its permitted transferees, the private placement warrants will be redeemable by us under all redemption scenarios and
exercisable by the holders on the same basis as the public warrants.


 


If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of
the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value”
(defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall
mean the average last reported sale price of the Class A common stock for the ten 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 our sponsor or its 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 sell the shares of Class A common stock
issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted from doing so.
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 at a price of $1.00 per warrant at the option of the lender. Such warrants would
be identical to the private placement warrants, including as to exercise price, exercisability and exercise period.


 


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, among other limited exceptions, to our officers and directors and other persons or entities affiliated with our sponsor.


 


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 conditions 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. In addition,
our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable
future. 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, willful misconduct or bad
faith of the indemnified person or entity.


 






    10 


    


    

 


Our
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions 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 will participate in any vote to amend our amended and restated certificate of incorporation
and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation
provides, among other things, that:


 


		●	if
                                         we do not complete our initial business combination by October 23, 2022, we will (i)
                                         cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
                                         possible but not more than ten business days thereafter subject to lawfully available
                                         funds therefor, redeem 100% of the public shares, at a per-share price, payable
                                         in cash, equal to the aggregate amount then on deposit in the trust account including
                                         interest earned on the funds held in the trust account and not previously released to
                                         us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided
                                         by the number of then outstanding public shares, which redemption will completely extinguish
                                         public stockholders’ rights as stockholders (including the right to receive further
                                         liquidating distributions, if any), subject to applicable law, and (iii) as promptly
                                         as reasonably possible following such redemption, subject to the approval of our remaining
                                         stockholders and our board of directors, dissolve and liquidate, subject in each case
                                         to our obligations under Delaware law to provide for claims of creditors and the requirements
                                         of other applicable law;



 


		●	prior
                                         to our initial business combination, we may not issue additional shares of capital stock
                                         that would entitle the holders thereof to (i) receive funds from the trust account or
                                         (ii) vote on any initial business combination;



 


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



 


		●	if
                                         a stockholder vote on our initial business combination is not required by 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;



 


		●	our
                                         initial business combination must occur with one or more target businesses that together
                                         have an aggregate fair market value of at least 80% of our 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 amended and restated certificate of incorporation
                                         (a) to modify the substance or timing of our obligation to provide holders of our
                                         Class A common stock the right to have their shares redeemed or to redeem 100% of our
                                         public shares if we do not complete our business combination by October 23, 2022 or (b)
                                         with respect to any other provisions relating to the rights of holders of our Class A
                                         common stock, we will provide our public stockholders with the opportunity to redeem
                                         all or a portion of their shares of 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 and not previously released
                                         to us to pay our taxes, divided by the number of then outstanding public shares; and



 


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



 


In
addition, our amended and restated certificate of incorporation 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 upon consummation of our initial business
combination.


 






    11 


    


    

 


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


 


We
have opted out of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
providing that we may not engage in certain “business combinations” with any “interested stockholder”
for a three-year period following the time that the stockholder became an interested stockholder, unless:


 


		●	prior
                                         to such time, our board of directors approved either the business combination or the
                                         transaction which resulted in the stockholder becoming an interested stockholder;



 


		●	upon
                                         consummation of the transaction that resulted in the stockholder becoming an interested
                                         stockholder, the interested stockholder owned at least 85% of our voting stock outstanding
                                         at the time the transaction commenced, excluding certain shares; or



 


		●	at
                                         or subsequent to that time, the business combination is approved by our board of directors
                                         and by the affirmative vote of holders of at least 662/3% of the outstanding voting stock
                                         that is not owned by the interested stockholder.



 


Generally,
a “business combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who,
together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our
voting stock.


 


Under
certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder”
to effect various business combinations with a corporation for a three-year period. This provision may encourage companies
interested in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement
would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder
becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors
and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.


 


Our
amended and restated certificate of incorporation provides that our sponsor and its affiliates, any of its direct or indirect
transferees of at least 15% of our outstanding common stock and any group as to which such persons are party to, do not constitute
“interested stockholders” for purposes of this provision.


 


Our
amended and restated certificate of incorporation 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.


 


Exclusive
Forum for Certain Lawsuits


 


Our
amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive
forum for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of
a fiduciary duty owed by any director, officer, employee or agent of our company to our company or our stockholders, or any claim
for aiding and abetting any such alleged breach, (3) action asserting a claim against our company or any director or officer of
our company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws,
or (4) action asserting a claim against us or any director or officer of our company governed by the internal affairs doctrine
except for, as to each of (1) through (4) above, any claim (A) as to which the Court of Chancery 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) arising under the federal securities laws, including the Securities Act
as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and
exclusive forums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any
liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of
America shall be the sole and exclusive forum. 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, the provision may have the effect of discouraging
lawsuits against our directors and officers. Furthermore, the enforceability of choice of forum provisions in other companies’
certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types
of provisions to be inapplicable or unenforceable.


 






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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 open
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.


 


Action
by Written Consent


 


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 amended and restated certificate of incorporation 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 amended and restated certificate of incorporation, whether by merger, consolidation or otherwise,
if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or
other or special rights of the Class B common stock. Any action required or permitted to be taken at any meeting of the holders
of Class B common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stock having not less than
the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class
B common stock were present and voted.


 


 


 


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