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 31,
2021, Progress 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
common stock (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 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”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 110,000,000 shares of common
stock, including 100,000,000 shares of Class A common stock, $0.0001 par value and 10,000,000 shares of Class B common
stock, $0.0001 par value, 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, our amended and restated certificate of incorporation, our bylaws 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 share of Class A common stock and one-half of one redeemable warrant.
Each whole warrant entitles the holder to purchase one share of Class A common stock. The shares of Class A common stock and warrants
will begin to trade separately on the 90th day
after the date of the prospectus of our initial public offering unless EarlyBirdCapital informs us of its decision to allow earlier
separate trading, provided that in no event may the shares of Class A common stock and warrants be traded separately until we have
filed with the SEC a Current Report on Form 8-Kwhich includes an audited balance sheet reflecting our receipt of the gross
proceeds of our initial public offering. Once the shares of Class A common stock and warrants commence separate trading, holders
will have the option to continue to hold units or separate their units into the component pieces.


 


Class A Common Stock


 


Our
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 founder shares will
have the right to vote on the election of directors. Holders of our public shares will not be entitled to vote on the election
of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended by
approval of a majority of at least 90% 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.


 


In
connection with any vote held to approve our initial business combination,
our sponsor, as well as all of our officers and directors, have agreed to vote their respective shares of common stock owned by
them immediately prior to our initial public offering and any shares purchased in our initial public offering or following our
initial public offering in the open market in favor of the proposed business combination.


 


We will consummate our
initial business combination only if we have net tangible assets of at least $5,000,001 immediately prior to or upon consummation
of such business combination and, solely if a vote is held to approve a business combination, a majority of the outstanding shares
of common stock voted are voted in favor of the business combination.


 


There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote
for the election of directors can elect all of the directors.


 


Pursuant
to our amended and restated certificate of incorporation, if we do not consummate an initial business combination by November 11,
2022, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. If we are forced to
liquidate prior to an initial business combination, our public stockholders are entitled to share ratably in the trust account,
based on the amount then held in the trust account.


 




    	 



    	



    

 


Our
sponsor, officers and directors have agreed to waive their rights
to participate in any liquidation distribution from the trust account occurring upon our failure to consummate an initial business
combination with respect to the founder shares. Our sponsor, officers and directors will therefore not participate in any liquidation
distribution from the trust account with respect to such shares. They will, however, participate in any liquidation distribution
from the trust account with respect to any shares of common stock acquired in, or following, our initial public offering. 


 


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


 


Warrants


 


Each 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 30 days after the completion of an initial business combination
or February 11, 2022. However, no warrants will be exercisable for cash unless we have an effective and current registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to such shares
of Class A common stock. Notwithstanding the foregoing, if a registration statement covering the shares of Class A common stock
issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial
business combination, warrant holders may, until such time as there is an effective registration statement and during any period
when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the
exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption,
or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of
such cashless exercise, each holder would pay the exercise price by surrendering the 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 Class A shares of common stock
underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported
last sale price of the shares of Class A common stock for the 5 trading days ending on the trading day prior to the date of exercise.
The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York
City time, or earlier upon redemption or liquidation.


 


We may call the warrants
for redemption (excluding the private warrants and any additional warrants issued to our sponsor, initial stockholders, officers,
directors or their affiliates in payment of working capital loans made to us), in whole and not in part, at a price of $0.01 per
warrant,


 


	 	●	at any time after the warrants become exercisable,
	 	 	 
	 	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder,
	 	 	 
	 	●	if, and only if, the reported last sale price of the shares of Class A common stock equals or exceeds $21.00 per share (as adjusted
for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period
commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption
to warrant holders; and 
	 	 	 
	 	●	if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying
such warrants.




 


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


 


The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable
premium to the initial exercise price and provide a sufficient differential between the then-prevailing share
price and the warrant exercise price so that if the share price declines as a result of our redemption call, the redemption will
not cause the share price to drop below the exercise price of the warrants.


 




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


 


The warrants are issued
in registered form under a warrant agreement between Continental, 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 written consent or vote, of the holders of at least a majority of the then outstanding public warrants
in order to make any change that adversely affects the interests of the registered holders.


 


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


 


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 of Class A common stock (with such issue price or effective issue price to be determined
in good faith by our board of directors, and in the case of any such issuance to our sponsor, initial stockholders or their affiliates,
without taking into account any founder shares held by them prior to such issuance), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the
Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to
115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of Class A common
stock or equity-linked securities.


 


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, 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 shares of Class A common stock and any voting rights until they exercise their
warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of
the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


Warrant holders may elect
to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise
their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of
the shares of Class A common stock outstanding.


 


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


 




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