Exhibit 4.5


  


GO ACQUISITION
CORP.


 


DESCRIPTION OF SECURITIES


 


As of the date of the Annual
Report on Form 10-K for the year ended December 31, 2020 (the “Report”) of go Acquisition Corp, a Delaware corporation (“we,”
“us,” “our” or “the company”), of which this exhibit forms a part, the Company had the following three
classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) its units, consisting of one share of Class A common stock (as defined below) and one-third of one redeemable warrant (as defined
below), with each whole warrant entitling the holder thereof to purchase one share of Class A common stock (the “units”),
(ii) its Class A common stock, $0.0001 par value per share (“Class A common stock”), and (iii) its public warrants, with each
whole warrant exercisable for one share of Class A common stock for $11.50 per share (the “warrants”). Defined terms used
herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Pursuant to the Company’s
amended and restated certificate of incorporation (the “Charter”), our authorized capital stock consists of 220,000,000 shares
of common stock, including 200,000,000 shares of Class A common stock, $0.0001 par value and 20,000,000 shares of Class B common
stock, $0.0001 par value (“Class B common stock”), and 1,000,000 shares of preferred stock, $0.0001 par value. The following
description summarizes the material terms of our capital stock and does not purport to be complete. It is subject to, and qualified in
its entirety by reference to, the Charter, our by-laws and our warrant agreement, each of which is incorporated by reference as an exhibit
to the Report.


 


Units


 


Each unit consists of one
share of Class A common stock and one-third 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, subject to adjustment as described in the warrant agreement.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common
stock.


 


Class A Common Stock


 


Common stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders; provided that prior to our initial business combination, only
holders of our Class B common stock have the right to vote on the election of directors and holders of a majority of the outstanding shares
of Class B common stock may remove a member of the board of directors for any reason. On any other matter submitted to a vote of our stockholders,
holders of our Class B common stock and holders of our Class A common stock will vote together as a single class, except as
required by applicable law or stock exchange rule. These provisions of the Charter may only be amended if approved by at least 90% of
our common stock voting at a stockholder meeting. 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.


 


We will provide our public stockholders with the
opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price
which is payable in cash and 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 not previously released to us to pay our taxes (which interest shall be net of
taxes payable), divided by the number of then outstanding public shares, subject to the limitations described in the Report. The amount
in the trust account is initially anticipated to be approximately $10.00 per public share. Our sponsor, executive officers and directors
have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their
founder shares, private shares and public shares in connection with the completion of our business combination or any amendment to the
provisions of our amended and restated certificate of incorporation relating to our pre-initial business combination activity and related
stockholders’ rights.


 


 If we seek stockholder approval, we will
complete our initial business combination only if a majority of the shares of common stock voting at a stockholder meeting are voted in
favor of the 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
will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder
is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking
redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering. However, we would not
be restricting our stockholders’ ability to vote all of their shares for or against our business combination.


 






     


     


    

 


Warrants


 


Each warrant entitles the registered holder to purchase
one share of our 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.
The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination,
or earlier upon redemption or liquidation.


 


No public warrants will be exercisable for cash
unless we have an effective and current registration statement covering the warrant shares issuable upon exercise of the warrants and
a current prospectus relating to such warrant shares. Notwithstanding the foregoing, if a registration statement covering the issuance
of the warrant shares issuable upon exercise of the public warrants is not effective within 90 days from the closing of our initial
business combination, warrant holders may, until such time as there is an effective registration statement and during any period when
we shall have failed to maintain an effective registration statement or a current prospectus, exercise warrants on a cashless basis pursuant
to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will
not be able to exercise their warrants on a cashless basis. In no event will we be required to net cash settle any warrant, or issue securities
or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants
under the Securities Act or applicable state securities laws.


 


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


 


Once the warrants become exercisable, we may redeem
the outstanding public 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 shares of our Class A common stock
                                            for any 20 trading days within a 30-trading day period ending three business days before
                                            we send to the notice of redemption to the warrant holders (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. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering
the shares of our Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those
shares of our Class A common stock is available throughout the 30-day redemption period.


 


We have established the last of the redemption criterion
discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price.
If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to
exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless”
basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of
the shares of our 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 (for whole shares) warrant exercise price after the redemption notice is issued.


 


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


 


Once the warrants become exercisable, we may redeem
the outstanding warrants:


 


		●	in
                                            whole and not in part;






 






    2


     

    

 


		●	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);






 


		●	if,
                                            and only if, the Reference Value (as defined above under “Redemption of Warrants When
                                            the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00”) equals
                                            or exceeds $10.00 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); and






 


		●	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.






 


The numbers in the table below represent the number
of shares of our 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
volume-weighted average price of our Class A common stock as reported during the ten trading days immediately following the date
on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption
date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the
final fair market value no later than one business day after the 10-trading day period described above ends.


 


Pursuant to the warrant agreement, references above
to shares of our Class A common stock shall include a security other than shares of our Class A common stock into which the
shares of our Class A common stock have been converted or exchanged for in the event we are not the surviving company in our initial
business combination. The numbers in the table below will not be adjusted when determining the number of shares of our Class A common
stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.







 


The stock prices set forth in the column headings
of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price
of a warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares
issuable upon exercise of a warrant is adjusted, the adjusted 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 exercise price of the warrant after such adjustment
and the denominator of which is the exercise price of the warrant immediately prior to such adjustment. In such an event, the number of
shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares
deliverable upon exercise of the warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable
upon exercise of the warrant as so adjusted. If the exercise price of a warrant is adjusted, as a result of raising capital in connection
with the initial business combination, the adjusted stock prices in the column headings will by multiplied by a fraction, the numerator
of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments”
and the denominator of which is $10.00.


 






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	Redemption Date

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




 


The exact fair market value and redemption date
may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption
date is between two redemption dates in the table, the number of shares of our Class A common stock to be issued for each warrant
exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market
values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume-weighted
average price of our Class A common stock as reported during the ten trading days immediately following 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 Class A common
stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above,
if the volume-weighted average price of our Class A common stock as reported during the ten trading days immediately following the
date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months
until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298
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 0.361 Class A common stock per warrant (subject to adjustment).


 


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 shares of our 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 shares of our Class A common stock are trading at or above $10.00 per share, which may be at a time when the trading price
of our shares of Class A common stock is below the exercise price of the warrants. We have established this redemption feature to
provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above
under “— Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00.”
Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number
of shares for their warrants based on an option pricing model with a fixed volatility input. This redemption right provides us with an
additional mechanism by which to redeem all of the outstanding public warrants, and therefore have certainty as to our capital structure
as the public warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable
redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption
of the public 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.


 






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


 


No fractional shares of our 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 the number of shares of our Class A common stock to be issued to the holder. If, at the
time of redemption, the warrants are exercisable for a security other than the shares of our Class A common stock pursuant to the
warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised
for such security. At such time as the warrants become exercisable for a security other than the shares of our Class A common stock,
the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable
upon the exercise of the warrants.


 


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


 


Anti-dilution Adjustments.   If
the number of outstanding shares of our Class A common stock is increased by a stock capitalization or stock dividend payable in
shares of our Class A common stock, or by a split-up of common stock or other similar event, then, on the effective date of such
stock capitalization or stock dividend, split-up or similar event, the number of shares of our Class A common stock issuable on exercise
of each warrant will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering to holders
of common stock entitling holders to purchase Class A common stock at a price less than the “historical fair market value”
(as defined below) will be deemed a stock dividend of a number of shares of our Class A common stock equal to the product of (i) the
number of shares of our 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 minus the quotient
of (x) the price per share of our Class A common stock paid in such rights offering and (y) the historical fair market
value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for shares of our Class A
common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value”
means the volume-weighted average price of shares of our Class A common stock as reported during the ten trading day period ending
on the trading day prior to the first date on which the shares of our 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 shares of our
Class A common stock on account of such Class A common stock (or other securities into which the warrants are convertible),
other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with
all other cash dividends and cash distributions paid on the shares of our Class A common stock during the 365-day period ending on
the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments
and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of
our Class A common stock issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends
or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of our Class A
common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of our
Class A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to
modify the substance or timing of our obligation to allow redemption in connection with our 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 24 months from the closing of our initial public offering if we extend the period of time to consummate our initial
business combination by an additional six months, subject to the sponsor depositing additional funds into the trust account as described
in the Report) or (B) 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 our Class A common stock in respect of such
event.


 






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


 


Whenever the number of shares of our 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 our 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 our 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 our 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 initial stockholders or such affiliates, as
applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances
represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination
on the date of the 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 adjacent to “Redemption of Warrants When the Price per Share of Our Class A
Common Stock Equals or Exceeds $18.00” and “Redemption of Warrants When the Price per Share of Our 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.


 






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In case of any reclassification or reorganization
of the outstanding Class A common stock (other than those described above or that solely affects the par value of such Class A
common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger
in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A
common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety
or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right
to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the 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 our 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 our Class A common stock in such a transaction is payable in the form of our 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
30 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 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 defective provision, 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.


 


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


 


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


 


 


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