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 December 31,
2020, KL 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-third of one redeemable
warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one share of Class A common stock
(the “units”), (ii) its Class A common stock, $0.0001 par value per share (“Class A common stock”), and
(iii) its public warrants, with each whole warrant exercisable for one share of Class A common stock for $11.50 per share (the
 “warrants”).


 


Pursuant to our amended
and restated certificate of incorporation, our authorized capital stock consists of 220,000,000 shares of common stock, including
200,000,000 shares of Class A common stock, $0.0001 par value and 20,000,000 shares of Class B common stock, $0.0001
par value, and 1,000,000 shares of undesignated 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, 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.


 


As of March 30, 2021
there were 28,750,000 shares of Class A common stock, par value $0.0001 per share and 7,187,500 shares of the company’s Class
B common stock, par value $0.0001 per share, of the registrant issued and outstanding.


 


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 our Class A common stock and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase
one share of our Class A common stock at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant holder
may exercise its warrants only for a whole number of the shares of the Company’s Class A common stock.


 


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 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 holders of at least 90% of the shares
of our common stock, voting as a single class, with each share entitling the holder to one vote. 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. There is no cumulative voting with respect to the election of directors, with the result that the holders
of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled
to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 






     


     


    

 


We will provide our
public stockholders with the opportunity to redeem all or a portion of their public shares upon the consummation 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, if any (less up to $100,000 of interest
to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described
herein. Our sponsor and each member of our management team 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 (i) the
consummation of our initial business combination and (ii) a stockholder vote to approve an amendment to our amended and restated
certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with
our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination
by January 12, 2023.


 


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.
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.


 


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, if any (less
up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, upon the consummation
of our initial business combination, subject to the limitations described in the Report.


 






     


     


    

 


Public Warrants


 


Each whole warrant entitles
the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of January 12, 2022 and 30 days after the consummation of our initial
business combination, provided in each case that we have an effective registration statement under the Securities Act covering
the shares of the 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 our Class A common stock. The warrants will expire five years after the consummation 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 shares of our 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, or a valid exemption from registration is available. No warrant will be exercisable and we
will not be obligated to issue a share of our Class A common stock upon exercise of a warrant unless the share of our 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 our Class A common stock underlying such unit.


 


We have agreed that
as soon as practicable, but in no event later than twenty business days after the consummation of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the shares of our Class A common stock issuable upon exercise of the warrants. We will use our commercially reasonable
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 or redemption of the warrants in accordance with the provisions of the warrant agreement.
If a registration statement covering the issuance of the shares of our Class A common stock issuable upon exercise of the
warrants is not effective by the 60th business day after the closing of our initial business combination, 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. In addition, 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 our 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 elect to do so,
we will not be required to file or maintain in effect a registration statement, but 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 each such warrant for that number of shares of our Class A common stock equal to the
lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of our Class A common stock
underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by
(y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price
of the shares of our Class A common stock for the 10 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 Our Class A Common Stock Equals or Exceeds $18.00


 


Once the warrants become
exercisable, we may redeem the outstanding warrants (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 to each warrant holder; and
	 	 	 



		•	if, and only if, the last reported sale price of the shares of our Class A common stock for any 20 trading days within
a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders (which we
refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like).



 


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


 


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


 


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


 


		•	in whole and not in part;
	 	 	 



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



		•	if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Share of Our
Class A Common Stock Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like); and
	 	 	 



		•	if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described
above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described
above.



 


The numbers in the table
below represent the number of shares of our Class A common stock that a warrant holder will receive upon exercise in connection
with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A common
stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed
for $0.10 per warrant), determined based on volume-weighted average price of our Class A common stock as reported during the
10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number
of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table
below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading
day period described above ends.


 






     


     


    

 


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


 


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


 


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



 


The exact fair market
value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values
in the table or the redemption date is between two redemption dates in the table, the number of shares of our Class A common
stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares
set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365
or 366-day year, as applicable. For example, if the volume-weighted average price of our Class A common stock as reported
during the 10 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 shares of our Class A common stock for each whole
warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume-weighted
average price of our Class A common stock as reported during the 10 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 shares of our Class A common stock for each whole warrant. In no event will the warrants be exercisable in connection
with this redemption feature for more than 0.361 shares of our Class A common stock per warrant (subject to adjustment).


 






     


     


    

 


This redemption feature
differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for
a redemption of warrants for cash (other than the private placement warrants) when the trading price for the shares of our Class A
common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of
the outstanding warrants to be redeemed when the shares of our Class A common stock are trading at or above $10.00 per share,
which may be at a time when the trading price of our the shares of Class A common stock is below the exercise price of the
warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants
having to reach the $18.00 per share threshold set forth above under “— Redemption of Warrants When the Price per Share
of Our Class A Common Stock Equals or Exceeds $18.00.” Holders choosing to exercise their warrants in connection with
a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing
model with a fixed volatility input as of January 7, 2021. 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. We will be required to pay the applicable redemption price to warrant
holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the 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 shares of our Class A common stock are trading at a price starting at $10.00, which is below
the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing
warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we
choose to redeem the warrants when the shares of our Class A common stock are trading at a price below the exercise price
of the warrants, this could result in the warrant holders receiving fewer Class A common stock than they would have received
if they had chosen to wait to exercise their warrants for Class A common stock if and when such Class A common stock
were trading at a price higher than the exercise price of $11.50.


 


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


 






     


     


    

 


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


 


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 Stock , as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least a majority of the then-outstanding public warrants to make any
change that adversely affects the interests of the registered holders.


 


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


 


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