Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12


OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000
shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The
following description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all
the information that is important to you.


 


As of December 31, 2020,
the Company has 14,375,000 shares of Class A common stock, par value $0.0001 per share, and 3,593,750 shares of Class B common
stock, par value $0.0001 per share, issued and outstanding.


 


Defined terms used herein
and not defined herein shall have the meaning ascribed to such terms in the Company’s annual report.


 


Units


 


Each unit consists of one whole share of
Class A common stock and three-quarters of one redeemable 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. Pursuant to the warrant agreement, a warrantholder 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 warrantholder. No fractional warrants will be issued upon separation of the units and only whole warrants will
trade. Accordingly, unless you purchase at least a multiple of four units, you will not be able to receive or trade a whole warrant.


  


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 will be divided into three
classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.
There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the
shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor.


  


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 an initial
business combination, we may (depending on the terms of such an initial 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 initial business
combination to the extent we seek stockholder approval in connection with our initial business combination.


 


In accordance with Nasdaq corporate governance
requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following
our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for
the purposes of electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such
a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business
combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore,
if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt
to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the
DGCL.


 






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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 amount in the trust account is initially
anticipated to be approximately $10.10 per public share. 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 underwriters. Our
sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to any founder shares and any public shares held by them in connection with the
completion of our initial 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 initial 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 initial 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 initial 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 initial 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 initial business combination pursuant to the tender
offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined
under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 20% 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 initial
business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell
such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to
the Excess Shares if we complete the initial business combination. And, as a result, such stockholders will continue to hold that
number of shares exceeding 20% and, in order to dispose such shares would be required to sell their stock in open market transactions,
potentially at a loss.


 


If we seek stockholder approval in connection
with our initial business combination, pursuant to the letter agreement our sponsor, officers and directors have agreed to vote
their founder shares and any public shares purchased during or after our initial public offering (including in open market and
privately negotiated transactions) in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares, we would need only 5,390,626, or 37.5%, of the 14,375,000 public shares sold in our initial public offering to
be voted in favor of an initial business combination in order to have our initial business combination approved. Additionally,
each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction
(subject to the limitation described in the preceding paragraph).


 






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Pursuant to our
amended and restated certificate of incorporation, if we do not complete our initial business combination within 18 months
from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but no more than ten business days thereafter 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 and directors 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 initial business combination within 18 months from the closing of our initial public
offering. However, if our initial stockholders acquire public shares in or after our initial public offering, they will be
entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our
initial business combination within the prescribed time period.


 


In the event of a liquidation, dissolution
or winding up of the company after an initial 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 included in the units sold in our initial public offering, and holders of founder shares have the same
stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions,
as described in more detail below, (ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant
to which they have agreed (A) to waive their redemption rights with respect to any founder shares and any public shares held by
them in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to
their founder shares and public shares in connection with a stockholder vote to approve an amendment to our amended and restated
certificate of incorporation (x) to modify the substance or timing of our obligation to allow redemption rights in connection with
any proposed initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination
within 18 months from the closing of our initial public offering or (y) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust
account with respect to any founder shares held by them if we fail to complete our initial business combination within 18 months
from the closing of our initial public offering, although they will be entitled to liquidating distributions from the trust account
with respect to any public shares they hold if we fail to complete our initial business combination within such time period, (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, subject to adjustment as described herein, and (iv) are entitled to registration
rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor, officers and directors
have agreed pursuant to the letter agreement to vote any founder shares held by them and any public shares purchased during or
after our initial public offering (including in open market and privately negotiated transactions) 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 offered in our
initial public offering and related to the closing of the initial 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 initial 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 to our sponsor or its affiliates upon conversion of loans made to us). 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.


 






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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 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.


 


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 will be authorized
to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights
and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will
be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting
power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors
to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control
of us or the removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently
intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred
stock are being issued or registered in our initial public offering.


 


Redeemable 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 12 months from the closing of our initial public offering or 30 days after the completion
of our initial business combination. Pursuant to the warrant agreement, a warrantholder 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 warrantholder.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you
purchase at least a multiple of four units, you will not be able to receive or trade a whole warrant. The warrants will expire
five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption
or liquidation.


 


We 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 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. In no event will we be required to net
cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser
of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock
underlying such unit.





 






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We are not registering the shares of Class
A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in
no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file
with the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause
such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A common
stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the
shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day
after the closing of our initial business combination, warrantholders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the
foregoing, if a registration statement covering the Class A common stock issuable upon exercise of the 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 of
1933, as amended, or 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.


 


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


 


	 	·	in whole and not in part;


 


	 	·	at a price of $0.01 per warrant;


 


	 	·	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrantholder; and


 


	 	·	if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrantholders.


 


If and when the warrants become redeemable
by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not
exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or
qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state
of residence in those states in which the warrants were offered by us in our initial public offering.


 


We have established the last of the 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 warrantholder
will be entitled to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock
may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


If we call the
warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise
its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their
warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number
of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class
A common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of
warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal
to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants,
multiplied by the 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” shall mean the average reported last sale price of
the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption
will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise
of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner
will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this
feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business
combination. If we call our warrants for redemption and our management does not take advantage of this option, 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 warrantholders would have been required to use had all warrantholders
been required to exercise their warrants on a cashless basis, as described in more detail below.


 






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


 


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) and (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 (i) to modify the substance or timing of our obligation to redeem 100% of our Class A common stock if we do not
complete our initial business combination within 18 months from the closing of our initial public offering or (ii) with respect
to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection
with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market
value of any securities or other assets paid on each share of Class A common stock in respect of such event.


 


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


 


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


 






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In case of any
reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or
that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of
us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that
does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case
of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or
substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the
shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights
represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon
such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such
event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is
payable in the form of 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 in order to determine and realize the option value component of the warrant. This formula is to compensate the
warrant holder for the loss of the option value portion of the warrant due to the requirement that the warrant holder
exercise the warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair
market value where no quoted market price for an instrument is available.


 


The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement,
or to correct any defective provision, but requires the approval by the holders of at least a majority 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 warrantholders 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.


 


In addition, if (x) we issue additional shares
of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination at a Newly Issued 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 sponsor or its
affiliates, without taking into account any founder shares held by our sponsor or such affiliates, as applicable, 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 $9.20 per share, then the exercise price of the warrants will
be adjusted (to the nearest cent) to be equal to 115% of the greater of the Market Value and the Newly Issued Price, and the $18.00
per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of
the Market Value and the Newly Issued Price.


 


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 warrantholder.


 


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


 






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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 salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions to our officers
and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by us so long as they
are held by our sponsor or its permitted transferees. Our sponsor, or its permitted transferees, has the option to exercise the
private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions
that are identical to those of the warrants being sold as part of the units in our initial public offering, including as to exercise
price, exercisability and exercise period. If the private placement warrants are held by holders other than the sponsor or its
permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis
as the warrants included in the units sold in our initial public offering.


 


If holders of the private placement warrants
elect to exercise them on a cashless basis, they would pay the exercise price by surrendering 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 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” shall mean the average reported
last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which
the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable
on a cashless basis so long as they are held by the sponsor or its permitted transferees is because it is not known at this time
whether they will be affiliated with us following an initial 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. The terms of such working capital loans by our sponsor
or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect
to such loans.


 


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


 


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 an initial 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 an initial business combination. The payment of any cash dividends subsequent to an initial
business combination will be within the discretion of our board of directors at such time. If we increase or decrease the size
of the offering we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable,
with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain the
ownership of our initial stockholders at 20.0% of the issued and outstanding shares of our common stock upon the consummation of
our initial public offering. 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.


 






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Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation
contains certain requirements and restrictions relating to our initial public offering that will apply to us until the completion
of our initial business combination. These provisions cannot be amended without the approval of the holders of 65% of our common
stock. Our initial stockholders, who collectively beneficially own 20% of our common stock upon the closing of our initial public
offering, 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 within 18 months from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but 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 an initial 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 or from another independent entity that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point of view;


 


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


 


	 	·	So long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require that (i) we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination and (ii) any initial business combination must be approved by a majority of our independent directors;


 


	 	·	If our stockholders approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, 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.





 






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In addition, our amended and restated certificate
of incorporation provides that under no circumstances will we redeem our public shares unless our net tangible assets are at least
$5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of underwriters’
fees and commissions.


  


Registration Rights


 


The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock
issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital
loans and upon conversion of the founder shares) will be entitled to registration rights pursuant to a registration and shareholder
rights agreement to be signed prior to or on the effective date of our initial public offering, requiring us to register such securities
for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of the majority
of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In
addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination and rights to require us to register for resale such securities pursuant
to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration
statements.


 






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