Exhibit
4.5





 


DESCRIPTION OF REGISTRANT’S
SECURITIES


 


The following summary of Petra Acquisition,
Inc.’s securities is based on and qualified by the Company’s Second Amended and Restated Certificate of Incorporation
(the “Second Amended and Restated Charter”). References to the “Company” and to “we,” “us,”
and “our” refer to Petra Acquisition, Inc.


  


General


 


As of December 31, 2020, the Company is
authorized to issue 100,000,000 shares of common stock, par value $0.001, and 1,000,000 shares of preferred stock, par value $0.001.
There are no shares of preferred stock currently outstanding.


 


Units


 


As of December 31, 2020, were 3,195,533
public units outstanding. Each unit consists of one share of common stock and one warrant. Each whole warrant entitles the holder
to purchase one share of common stock.


 


Common Stock


 


At December 31, 2020, there were 5,902,156
issued and outstanding shares of common stock. Our stockholders of record are entitled to one vote for each share held on all matters
to be voted on by stockholders. In connection with any vote held to approve our initial business combination, Petra Investment
Holdings LLC, our sponsor (“Sponsor”), as well as all of our officers and directors, have agreed to vote their respective
shares of common stock owned by them immediately prior to our IPO (the “founder’s common stock”) and any shares
purchased following the IPO in the open market in favor of any proposed business combination.


 


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 eligible to vote for the election of directors can elect all of the directors.


 


Pursuant to our Second Amended and Restated
Charter, if we do not consummate an initial business combination by October 13, 2021 (unless such date is extended by our stockholders
pursuant to an amendment to our Second Amended and Restated Charter), our corporate existence will cease except for the purposes
of winding up our affairs and liquidating and we will redeem 100% of our outstanding public shares for a pro rata portion of the
funds held in the trust account, 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, divided by the number of then outstanding public shares,
subject to applicable law and as further described herein. Our Sponsor, officers and directors have agreed to waive their rights
to participate in any liquidation distribution from the trust account occurring upon our failure to consummate an initial business
combination with respect to the founder’s common stock. Our Sponsor, officers and directors will therefore not participate
in any liquidation distribution from the trust account with respect to such shares. They will, however, participate in any liquidation
distribution from the trust account with respect to any shares of common stock acquired after our IPO.


 


Our stockholders have no conversion, preemptive
or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except
that public stockholders have the right to sell their shares to us in a tender offer or have their shares of common stock converted
to cash equal to their pro rata share of the trust account if they vote on the proposed business combination in connection with
such business combination and the business combination is completed. Public stockholders who sell or convert their stock into their
share of the trust account still have the right to exercise the warrants that they received as part of the units.


 


 If we seek to amend any provisions
of our Second Amended and Restated Charter that would affect our public stockholders’ ability to convert their shares in
connection with a business combination or affect the substance or timing of our obligation to redeem 100% of our public shares
if we do not complete a business combination by the required date set forth in our Second Amended and Restated Charter, we will
provide public stockholders with the opportunity to convert their public shares in connection with any such vote. This conversion
right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any executive officer, director
or director nominee, or any other person. 


 






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Preferred Stock


 


There are no shares of preferred stock
outstanding. Our Second Amended and Restated Charter authorizes the issuance of 1,000,000 shares of preferred stock with such
designation, rights and preferences as may be determined from time to time by our board of directors. Our board of directors is
empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting agreement
prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of
the trust account, or which votes as a class with the common stock on a business combination. We may issue some or all of the preferred
stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying
or preventing a change in control of us. 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


 


As of December 31, 2020, there were 7,316,064
warrants outstanding. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per
share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of an initial business combination.
 However, no warrants will be exercisable for cash unless we have an effective and current registration statement covering
the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock.
Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public
warrants is not effective within a specified period following the consummation of our initial business combination, warrant holders
may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain
an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9)
of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders
will not be able to exercise their warrants on a cashless basis. In the event of such a cashless exercise, each holder would pay
the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing
(x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise
price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market
value” for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days
ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion of
an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


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


 


We may call the warrants for redemption
(excluding the private warrants and any warrants issued to our Sponsor, initial stockholders, officers, directors or their affiliates
in payment of working capital loans made to us), in whole and not in part, at a price of $0.01 per warrant, (i) at any time after
the warrants become exercisable, (ii) upon not less than 30 days’ prior written notice of redemption to each warrant holder
after the warrants become exercisable, (iii)  if, and only if, the reported last sale price of the shares of common stock
equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for
any 20 trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business
day prior to the notice of redemption to warrant holders, and (iv) if, and only if, there is a current registration statement in
effect with respect to the shares of common stock underlying such warrants.


 


The right to exercise will be forfeited
unless the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a
record holder of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon
surrender of such warrant.


  


If we call the warrants for redemption
as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of
common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the
warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last
sale price of the shares of common stock for the 5 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.


 






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The exercise price and number of shares
of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock
dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described
below, the warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.


 


In addition, if (x) we issue additional
shares of 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 $9.50 per share of 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
Sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to
such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial
business combination (net of redemptions), and (z) the Market Value is below $9.50 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we
issue the additional shares of common stock or equity-linked securities. The “Market Value” for this purpose means
the volume weighted average trading price of our common stock during the 20 trading day period starting on the trading day prior
to the day on which we consummate our initial business combination.


 


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


 


Dividends


 


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


 


Listing of Securities


 


Our units, common stock and warrants are listed on the Nasdaq
Capital Market under the symbols “PAICU,” “PAIC,”
and “PAICW,” respectively.


 


Delaware Anti-Takeover Law


 


Staggered Board of Directors


 


Our Second Amended and Restated Charter
provides that our board of directors will be classified into three classes of directors of approximately equal size. 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.


 


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 president or by our chairman or by
our secretary at the request in writing of stockholders owning a majority of our issued and outstanding capital stock entitled
to vote.


 


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 delivered to our principal executive offices not later than the close of business on the 60th day nor
earlier than the close of business on the 90th day prior to the scheduled date of the annual meeting of stockholders.
In the event that less than 70 days’ notice or prior public disclosure of the date of the annual meeting of stockholders
is given, a stockholder’s notice shall be timely if delivered to our principal executive offices not later than the 10th day
following the day on which public announcement of the date of our annual meeting of stockholders is first made or sent by us. 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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Authorized but Unissued Shares


 


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


 


Exclusive Forum Selection


 


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


 


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


 






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