Exhibit 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES


REGISTERED
PURSUANT TO SECTION 12 OF THE


SECURITIES
EXCHANGE ACT OF 1934


 


As
of March 30, 2021, Omnichannel Acquisition Corp. has three classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): (1) our units; (2) our Class A common
stock; and (3) our warrants.


 


The
following description of our units, Class A common stock, and warrants is a summary and does not purport to be complete.
It is subject to and qualified in its entirety by reference to our amended and restated certificate of incorporation and our Bylaws
(the “Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of
which this Exhibit 4.5 is a part. We encourage you to read our amended and restated certificate of incorporation,
our Bylaws and the applicable provisions of Delaware General Corporations Law (Title 8, Chapter 1 of the Delaware Code) (the “DGCL”).


 


Terms
not otherwise defined herein shall have the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit
4.5 is a part.


 


General






Pursuant
to our amended and restated certificate of incorporation, we are authorized to issue 380,000,000 shares of our Class A common
stock and 20,000,000 shares of our Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each.


 


Description
of Units


 


Each
unit has an offering price of $10.00 and consists of one share of Class A common stock and one-half of one redeemable
warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50
per share, subject to adjustment as described in our prospectus (the “Prospectus”). Pursuant to the
warrant agreement, a warrant holder may exercise its warrants only for a whole number of the shares of Company’s Class A
common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant
holder holds one-half of one warrant to purchase a share of Class A common stock, such warrant will not be exercisable.
If a warrant holder holds two-halves of one warrant, such whole warrant will be exercisable for one share of Class A common
stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus.


 


Description
of Class A Common Stock


 


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


 




     


     


    

 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 380,000,000 shares of Class A common
stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required
to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders
vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination.
Our board of directors is divided into three classes with only one class of directors being elected in each year and each class
(except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.


 


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


 


We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account calculated as of two business days prior to the consummation of our initial business combination, including interest
earned on the funds held in the trust account 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 $10.00 per public share. The per share amount we will distribute to investors who properly redeem their shares will not
be reduced by the Marketing Fee. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares
they hold in connection with the completion of our initial business combination. Unlike many special purpose acquisition companies
that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide
for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not
required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or
other legal reasons, we will, pursuant to our 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 our initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval
for business or other legal reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval,
we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of
our initial business combination. However, the participation of our sponsor, officers, directors, advisors or their affiliates
in privately-negotiated transactions (as described in the Prospectus), if any, could result in the approval of our initial business
combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such initial business
combination. For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no
effect on the approval of our initial business combination once a quorum is obtained.


 




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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 Excess Shares, without our prior consent. However, we would not be restricting our stockholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’
inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination,
and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally,
such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business
combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose
such shares would be required to sell their shares in open market transactions, potentially at a loss.


 


If
we seek stockholder approval in connection with our initial business combination, our initial stockholders, sponsor, officers
and directors have agreed to vote any founder shares they hold and any public shares purchased during or after our initial public
offering (the “Public Offering”) in favor of our initial business combination. As a result, in addition
to our initial stockholders’ founder shares, we would need 7,743,750, or 37.5%, of the 20,650,000 public shares sold in
the Public Offering to be voted in favor of an initial business combination in order to have our initial business combination
approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). Additionally, each public
stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.


 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within
18 months from the closing of the Public Offering, we will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account 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),
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. Our initial stockholders have entered into agreements with us,
pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their
founder shares if we fail to complete our initial business combination within  months from the closing of the Public Offering
or during any Extension Period. However, if our initial stockholders or management team acquire public shares in or after the
Public Offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares
if we fail to complete our initial business combination within the prescribed time period.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is
made for each class of shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders
with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our taxes, divided by the number of then outstanding public shares, upon the completion of our initial business combination, subject
to the limitations described herein.


 






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Description
of Class B Common Stock


 


The
founder shares are designated as Class B common stock and, except as described below, are identical to the shares of Class A
common stock included in the units being sold in the Public Offering, and holders of founder shares have the same stockholder
rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described
in more detail below, (ii) our initial stockholders, sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder shares and public
shares they hold in connection with the completion of our initial business combination, (B) to waive their redemption rights
with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to
our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our
public shares if we have not consummated an initial business combination within 18 months from the closing of the Public
Offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial business combination
activity and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares
they hold if we fail to complete our initial business combination within 18 months from the closing of the Public Offering
or during any Extension Period, although they will be entitled to liquidating distributions from the trust account with respect
to any public shares they hold if we fail to complete our initial business combination within such time period, and (iii) the
founder shares are automatically convertible into Class A common stock concurrently with or immediately following the consummation
of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated
certificate of incorporation. If we submit our initial business combination to our public stockholders for a vote, our initial
stockholders have agreed to vote their founder shares and any public shares purchased during or after the Public Offering in favor
of our initial business combination.


 


The
founder shares will automatically convert into shares of Class A common stock concurrently with or immediately following
the consummation of our initial business combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends,
reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional
shares of Class A common stock or equity-linked securities are issued or deemed issued in connection with our initial business
combination, the number of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the
aggregate, on an as-converted basis, 20% of the total number of shares of Class A common stock outstanding after such conversion
(after giving effect to any redemptions of shares of Class A common stock by public stockholders), including the total number
of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities
or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business
combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible
into shares of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private
placement warrants issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion
of founder shares will never occur on a less than one-for-one basis.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors
and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until
the earlier of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial
business combination, the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock capitalizations, 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, and (B) the date following the completion
of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar transaction
that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other
property.


 


Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors.
Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior
to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board
of directors for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by
approval of a majority of our Class B common stock voting in an annual meeting. With respect to any other matter submitted
to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law,
holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling
the holder to one vote.


 




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Description
of Preferred Stock


 


Our
amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred
stock may be issued from time to time in one or more series. Our board of directors 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 shares of preferred stock with voting and other rights that could adversely affect the voting power
and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors
to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change
of control of us or the removal of existing management. We have no preferred shares outstanding at the date hereof. Although we
do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.


 


Description
of Warrants


 


		1.	Public
                                         Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share,
subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Public
Offering and 30 days after the completion of our initial business combination, provided in each case that we have an effective
registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the
warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless
basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant
holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant
may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive
or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at
5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We
will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common
stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue a share of
Class A common stock upon exercise of a warrant unless the share of Class A common stock issuable upon such warrant
exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered
holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect
to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and
expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is
not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price
for the unit solely for the share of Class A common stock underlying such unit.


 




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We
have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial
business combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the
Securities Act, of the Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause
the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating
thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th)
business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective
registration statement and during any period when we will have failed to maintain an effective registration statement, exercise
warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Notwithstanding the above, if our Class A common stock are at the time of any exercise of a warrant not listed on a national
securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the
Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless
basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required
to file or maintain in effect a registration statement, and in the event we do not so elect, we will use our best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would
pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser
of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants
by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean
the volume weighted average price of the Class A common stock for the ten trading days ending on the trading day prior to
the date on which the notice of exercise is received by the warrant agent.


 


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


 


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


 


		●	in
                                         whole and not in part;




 


		●	at
                                         a price of $0.01 per warrant;




 


		●	upon
                                         a minimum of 30 days’ prior written notice of redemption to each warrant holder;
                                         and




 


		●	if,
                                         and only if, the closing price of the common stock equals or exceeds $18.00 per share
                                         (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
                                         price of a warrant as described under the heading “Description of Warrants — Public
                                         Stockholders’ Warrants — Anti-Dilution Adjustments”)
                                         for any 20 trading days within a 30-trading day period ending three trading days before
                                         we send the notice of redemption to the warrant holders




 


We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance
of the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to
those shares of Class A common stock is available throughout the 30-day redemption period. If and when the warrants become
redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws.


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice
of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled
redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted
for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading
“Description of Warrants — Public Stockholders’ Warrants — Anti-dilution Adjustments”)
as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 






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Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00.


 


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


 


		●	in
                                         whole and not in part;




 


		●	at
                                         $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
                                         provided that holders will be able to exercise their warrants on a cashless basis prior
                                         to redemption and receive that number of shares determined by reference to the table
                                         below, based on the redemption date and the “fair market value” (as defined
                                         below) of our Class A common stock except as otherwise described below;




 


		●	if,
                                         and only if, the closing price of our Class A common stock equals or exceeds $10.00
                                         per public share (as adjusted for adjustments to the number of shares issuable upon exercise
                                         or the exercise price of a warrant as described under the heading “Description
                                         of Warrants — Public Stockholders’ Warrants — Anti-Dilution
                                         Adjustments”) for any 20 trading days within the 30-trading day period ending three
                                         trading days before we send the notice of redemption to the warrant holders; and



 


		●	if
                                         the closing price of our Class A common stock for any 20 trading days within a 30-trading
                                         day period ending on the third trading day prior to the date on which we send the notice
                                         of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments
                                         to the number of shares issuable upon exercise or the exercise price of a warrant as
                                         described under the heading “Description of;Warrants — Public
                                         Stockholders’ Warrants — Anti Dilution Adjustments”),
                                         the private placement warrants must also be concurrently called for redemption on the
                                         same terms 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 Class A common stock shall include a security other than Class A common
stock into which the Class A common stock has been converted or exchanged for in the event we are not the surviving company
in our initial business combination. The numbers in the table below will not be adjusted when determining the number of shares
of 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
share 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
share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and
the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in
the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a
warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph
under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will
equal the unadjusted share price 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,
and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments”
below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in the exercise
price of a warrant pursuant to such exercise price adjustment.


 




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	Redemption Date	 	Redemption
    Fair Market Value of Class A Common Stock	 
	(period to expiration of warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.280	 	 	 	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 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 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 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 on a cashless basis in connection with this
redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). Finally, as reflected
in the table above, if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in
connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for any shares of Class A
common stock.


 




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This
redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only
provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the Class A
common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of
the outstanding warrants to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may
be at a time when the trading price of our Class A common stock is below the exercise price of the warrants. We have established
this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00
per share threshold set forth above under “— Redemption of warrants when the price per share of 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 as of the date of the Prospectus. This redemption right provides us with an additional mechanism by which to redeem all
of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding
and would have been exercised or redeemed and we will be required to pay the redemption price to warrant holders if we choose
to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it
is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest
to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As
stated above, we can redeem the warrants when the Class A common stock 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 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 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 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 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 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 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 Class A common stock outstanding immediately after giving effect to such exercise.


 


Anti-Dilution
Adjustments


 


If
the number of outstanding shares of Class A common stock is increased by a share capitalization or share dividend payable
in Class A common stock, or by a split-up of common stock or other similar event, then, on the effective date of such share
capitalization or share 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 common stock. A rights offering made to all
or substantially all 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 share 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 minus the quotient of (x) the price per share of 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 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 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 Class A common stock trades on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights.


 






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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 all or substantially all of the holders of the 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 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 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 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 (A) to modify the substance or timing
of our obligation to provide holders of our Class A common stock the right to have their shares redeemed 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 the Public Offering or (B) with respect to any other provision relating to the
rights of holders of our Class A common stock, or (e) in connection with the redemption of our public shares upon our
failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately
after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid
on each share of Class A common stock in respect of such event.


 


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


 


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


 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising
purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less
than $9.20 per share (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) (the “Newly Issued Price”), (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (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 consummate our initial business combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the
higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “—
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share
redemption trigger price described above under “— Redemption of warrants when the price per share of Class A
common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value
and the Newly Issued Price.


 




    10


     


    

 


In
case of any reclassification or reorganization of the outstanding Class A common stock (other than those described above
or that solely affects the par value of such Class A common stock), or in the case of any merger or consolidation of us with
or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not
result in any reclassification or reorganization of our outstanding Class A common stock), or in the case of any sale or
conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety
in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive,
upon the basis and upon the terms and conditions specified in the warrants and in lieu of the Class A common stock immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Class A
common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or
consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received
if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable
by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or
is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly
exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced
as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.
The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction
occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full
potential value of the warrants.


 


The
warrants will be issued in registered form under 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, and that all other modifications or amendments will require the
vote or written consent of the holders of at least 50% of the then outstanding public warrants, and, solely with respect to any
amendment to the terms of the private placement warrants, a majority of the then outstanding private placement warrants. You should
review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which the Prospectus
is a part, for a complete description of the terms and conditions applicable to the warrants.


 


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


 


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


 






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		2.	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 as described under the section of the Prospectus entitled “Principal Stockholders — Transfers
of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated
with the initial purchasers of the private placement warrants) and they will not be redeemable by us so long as they are held
by the initial stockholders or their permitted transferees (except for a number of shares of Class A common stock as described
under the section of the Prospectus entitled “Public Stockholders’ Warrants — Redemption of warrants
for Class A common stock”). The initial purchasers, or their permitted transferees, have the option to exercise the
private placement warrants on a cashless basis. Except as described in this section, the private placement warrants have terms
and provisions that are identical to those of the warrants being sold as part of the units in the Public Offering. If the
private placement warrants are held by holders other than the initial purchasers or their permitted transferees, the private placement
warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants
included in the units being sold in the Public Offering.


 


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


 


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


 


Our
initial stockholders have 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 as described under the section of the Prospectus entitled
“Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants,” transfers
can be made to our officers and directors and other persons or entities affiliated with the sponsor.


 


 


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