Exhibit 4.5 


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of March 29,
2021, Kairos Acquisition Corp. (“we,” “our,” “us” or 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 ordinary shares (as defined below) and one-half of one redeemable
warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one share of Class A ordinary shares
(the “units”), (ii) its Class A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”),
and (iii) its public warrants, with each whole warrant exercisable for one share of Class A ordinary shares for $11.50 per share.


 


Pursuant to our amended
and restated memorandum and articles of association, our authorized capital share consists of 220,000,000 shares, including 200,000,000
shares of Class A ordinary shares, $0.0001 par value and 20,000,000 Class B ordinary shares, $0.0001 par value, and 1,000,000 shares
of preference shares, $0.0001 par value. The following description summarizes the material terms of our capital share and does
not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated memorandum
and articles of association, our amended and restated memorandum and articles of association and our warrant agreement, each of
which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”)
of which this Exhibit 4.5 is a part. Defined terms used herein but not otherwise defined shall have the meaning ascribed to such
terms in the Report.


 


Units


 


Each unit consists of one
Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A
ordinary share at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only
for a whole number of Class A ordinary shares.


 


Ordinary shares


 


Class A ordinary shareholders
and Class B ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by
shareholders and vote together as a single class, except as required by law; provided, that holders of our Class B ordinary
shares will have the right to appoint all of our directors prior to our initial business combination and holders of our Class A
ordinary shares will not be entitled to vote on the appointment of directors during such time. These provisions of our amended
and restated memorandum and articles of association may only be amended by a special resolution passed by at least 90% of our ordinary
shares voting in a general meeting. There is no cumulative voting with respect to the appointment of directors, with the result
that the holders of more than 50% of the founder shares voted for the appointment of directors can appoint all of the directors.
Our shareholders 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 Class A
public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two
business days prior to the consummation of our initial business combination, including interest (which interest shall be net of
taxes payable) divided by the number of then outstanding public shares, subject to the limitations described herein. Our initial
shareholders, 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 their founder shares and public shares in connection with the completion of our initial
business combination.


 


If we seek shareholder 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 memorandum and articles of association provides that a public shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), is restricted from redeeming its shares with respect to more than an aggregate
of 15% of the ordinary shares sold in our initial public offering, which we refer to as the “Excess Shares.” However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence over
our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with
respect to the Excess Shares if we complete the business combination. And, as a result, such shareholders 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.


 




    


     


    

In the event of a liquidation, dissolution
or winding up of the company after a business combination, our shareholders 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 ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund
provisions applicable to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their
public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, including
interest (which interest shall be net of taxes payable) upon the completion of our initial business combination, subject to the
limitations described in the Report.


 


Redeemable Warrants


 


Each whole warrant entitles
the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of January 8, 2022 or 30 days after the completion of our initial business combination.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary
shares.


 


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 ordinary shares 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 ordinary shares 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
for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants,
unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising
holder, or an exemption is available. 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 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 Class A ordinary share
underlying such unit.


 


We have agreed that as soon
as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use
our best efforts to file, and within 60 business days following our initial business combination to have declared effective, a
registration statement covering the Class A ordinary shares 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. No warrants
will be exercisable for cash unless we have an effective and current registration statement covering the Class A ordinary
shares issuable upon exercise of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding
the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is
not effective within a specified period following the consummation of our initial business combination, warrant holders may, until
such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective
registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the
Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will
not be able to exercise their warrants on a cashless basis.


 


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


 


		·	in whole and not in part;



 


		·	at a price of $0.01 per warrant;



 


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



 


		·	if, and only if, the reported last sale
price of the Class A ordinary shares equal or exceed $18.00 per share (as adjusted for share sub-divisions, share capitalizations,
rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day
period ending on the third trading day prior to the date we send to the notice of redemption to the warrant holders.



 




    


     


    

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


 


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


 


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


 


The warrants have certain
anti-dilution and adjustment rights upon certain events.


 


The warrants will be issued
in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a copy of the warrant
agreement, which was filed with the Registration Statement, for a complete description of the terms and conditions applicable to
the warrants. 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 65% of the then outstanding
public warrants to make any change that adversely affects the interests of the registered holders of public warrants.


 


In addition, if (x) we
issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary 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 initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or
such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the
date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20
per share, 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 $18.00 per share redemption trigger price described above will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. The warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the
reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price
(or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders of Class A ordinary shares and any voting rights until
they exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares 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 shareholders.


 


Warrants may be exercised only
for a whole number of Class A ordinary shares. 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 Class A ordinary shares to be issued to the warrant holder.