Exhibit 4.5


 


TAILWIND ACQUISITION CORP.


 


DESCRIPTION OF SECURITIES


 


The following summary of the material terms of
the securities of Tailwind Acquisition Corp. is not intended to be a complete summary of the rights and preferences of such securities
and is subject to and qualified by reference to our amended and restated certificate of incorporation, which is incorporated by reference
as an exhibit toour Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”), and applicable Delaware
law. We urge you to read our certificate of incorporation in its entirety for a complete description of the rights and preferences of
our securities.


 


CERTAIN TERMS


 


Unless otherwise stated in this exhibit or the context otherwise requires,
references to:


 


		·	“Advisors” or our “Advisory Board” are to Jeff Stibel, Will Quist, Michael Kim, Eli Broverman, Carter Reum,
Courtney Reum, Dan Teran, Jesse Pujji, Colin Walsh, and Jeff Hunter;



 


		·	“common stock” are to our Class A common stock and our Class B common stock, collectively;



 


		·	“founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement
prior to the offering, and the shares of our Class A common stock issued upon the conversion thereof;



 


		·	“initial stockholders” are to holders of our founder shares prior to our offering;



 


		·	“management” or our “management team” are to Chris Hollod and Matt Eby;



 


		·	“management” or our “management team” are to our officers and directors, and “directors” are to
our current directors and director nominees;



 


		·	“private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the
closing of the offering;



 


		·	“public shares” are to shares of our Class A common stock sold as part of the units in the offering;



 


		·	“public stockholders” are to the holders of our public shares, including our initial stockholders and management team
to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial stockholder’s
and member of our management team’s status as a “public stockholder” shall only exist with respect to such public shares;



 


		·	“QOMPLX” are to QOMPLX, Inc.;



 


		·	“sponsor” are to Tailwind Sponsor LLC, a Delaware limited liability company; and



 


		·	“we,” “us,” “our,” “company” or “our company” are to Tailwind Acquisition
Corp.



 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000
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. Because it is only a summary, it may not contain all the information that
is important to you.


 






    1 


     


    

 


Units


 


Each unit consists of one whole share of
Class A common stock and one-half 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, subject to adjustment as described in our final prospectus related to our
initial public offering. 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 that only a whole warrant may be exercised at any 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 Class A common stock and warrants were not
traded separately until we filed with the SEC a Current Report on Form 8-K which included an audited balance sheet reflecting our receipt
of the gross proceeds at the closing of our initial public offering and the sale of the private placement units. We filed a Current Report
on Form 8-K which includes this audited balance sheet promptly after the completion of our initial public offering.


 


Additionally, the units will automatically separate
into their component parts and will not be traded after completion of our initial business combination.


 


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, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants,
including as to exercise price, exercisability and exercise period..


 


Common Stock


 


As of the date of this Report, there were 33,421,570
shares of Class A common stock, par value $0.0001, and 8,355,393 shares of Class B common stock, par value $0.0001, were issued and outstanding.


 


Common stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B
common stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Unless
specified in our amended and restated certificate of incorporation or bylaws, 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 500,000,000 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 business combination.


 


In accordance with the 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 the 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.


 






    2 


     


    

 


We will provide our 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 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 franchise
and income taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we
will pay to the underwriter. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed (i) to waive their redemption rights with respect to any founder shares and public shares held by them in connection
with the completion of our initial business combination and a stockholder vote to approve an amendment to our amended and restated certificate
of incorporation (A) that would modify the substance or timing of our obligation to provide holders of shares of 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 24 months from the closing of our initial public offering or (B) with
respect to any other provision relating to the rights of holders of our Class A commons stock and (ii) to waive their rights
to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to consummate an initial business
combination within 24 months from the closing of our initial public offering (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 the
prescribed time frame). Unlike many blank check 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 will require these tender offer documents to contain substantially the same financial
and other information about the 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 blank check 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 outstanding shares of common stock voted are voted in favor of the business combination. A quorum
for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing
a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. However, the
participation of our sponsor, officers, directors, Advisors or their affiliates in privately-negotiated transactions (as described in
the final prospectus), if any, could result in the approval of our business combination even if a majority of our public stockholders
vote, or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our
outstanding shares of common stock voted, non-votes will have no effect on the approval of our business combination once a quorum is obtained.
We will give at least 10 days prior written notice of any such meeting, if required, at which a vote shall be taken to approve our
business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely
that we will consummate our initial business combination.


 


If we seek stockholder approval of our initial
business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules,
our amended and restated certificate of incorporation 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 more than an aggregate of 15% of the shares of common stock
sold in our initial public offering, which we refer to as the Excess Shares. However, we would not be restricting our stockholders’
ability to vote all of their shares (including Excess Shares) for or against our business combination. Our stockholders’ inability
to redeem the Excess Shares will reduce their influence over our ability to complete our 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 the 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 stock in
open market transactions, potentially at a loss.


 






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If we seek stockholder approval in connection with
our business combination, our initial stockholders have agreed to vote their founder shares and any public shares purchased during or
after our initial public offering in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares, we would need 12,533,089, or 37.5%, of the 33,421,570 public shares sold in our initial public offering to be voted in
favor of a transaction (assuming all outstanding shares are voted) in order to have our initial business combination approved. Additionally,
each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction
(subject to the limitation described in the preceding paragraph).


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our business combination within 24 months from the closing of our initial 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 subject to lawfully available funds therefor, 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 franchise and income 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), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we
fail to complete our business combination within 24 months from the closing of our initial public offering. However, if our initial
stockholders acquire public shares in or after our initial 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 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 stock, 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 stockholders 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, upon the completion of our initial business combination, subject to
the limitations described herein.


 


Founder Shares


 


The founder shares are identical to the
shares of Class A common stock included in the units sold in our initial public offering, and holders of founder shares
have the same stockholder rights as public stockholders, except that (a) the founder shares are subject to certain transfer
restrictions, as described in more detail below, (b) our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed (i) to waive their redemption rights with respect to any founder shares and public
shares held by them in connection with the completion of our initial business combination and a stockholder vote to approve an
amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our
obligation to provide holders of shares of 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
24 months from the closing of our initial public offering or (B) with respect to any other provision relating to the
rights of holders of our Class A commons stock and (ii) to waive their rights to liquidating distributions from the trust
account with respect to any founder shares they hold if we fail to consummate an initial business combination within 24 months
from the closing of our initial public offering (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 the prescribed time
frame), (c) the founder shares are shares of our Class B common stock that will automatically convert into shares of our
Class A common stock at the time of our initial business combination, or at any time prior thereto at the option of the holder,
on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein and (d) are
entitled to registration rights. If we submit our business combination to our public stockholders for a vote, our initial
stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after our initial public
offering in favor of our initial business combination.


 






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The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time 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 excess of
the amounts offered in the final prospectus and related to the closing of the business combination, the ratio at which shares of Class B
common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding
shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number
of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate,
on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon completion of our initial
public offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the
business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business combination).
Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A
common stock, subject to adjustment as provided above, at any time.


 


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 (B) subsequent to our initial business combination, (x) if the closing price of our Class A common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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, or
(y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that
results in all of our stockholders having the right to exchange their shares of 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 election of directors. Holders of our public shares will not be entitled
to vote on the election 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 a resolution passed by a majority of our Class B common stock. 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.


 


Preferred Stock


 


Our amended and restated certificate of incorporation
provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is 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 is able to, without
stockholder approval, issue 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 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 stock 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. No shares of preferred stock were issued or registered in our initial
public offering.


 






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Warrants


 


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 one year from the closing of our initial public offering and 30 days after the completion of our initial
business combination, except as discussed in the immediately succeeding paragraph. 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. 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 shares
of 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 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 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.


 


We have agreed that as soon as practicable, but
in no event later than twenty business days after the closing 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 Class A common
stock issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective
within 60 business days after the closing of our initial business combination, and to maintain the effectiveness of such registration
statement and a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as
specified in the warrant agreement; provided that if our Class A common stock is 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, but we will use our commercially reasonably efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the shares of Class A
common stock issuable upon exercise of the warrants is not effective by the 60th day after the closing of the 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, but we will use our commercially reasonably 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 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 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 a minimum of 30 days’ prior written notice of redemption to each warrant holder; and



 


		·	if, and only if, the closing price of the Class A 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 “— 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.



 






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We will not redeem the warrants as described above
unless a registration statement under the Securities Act covering the issuance of the shares of 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 “— 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.


 


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” of our Class A common stock (as defined
below) 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 “— 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 the 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), the private placement warrants must also
be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.



 


Beginning on the date the notice of redemption
is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in
the table below represent the number of shares of Class A common stock that a warrant holder will receive upon such cashless 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 for these purposes based on volume weighted average price of our Class A common stock 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.


 






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Pursuant to the warrant agreement, references above
to shares of Class A common stock shall include a security other than shares of Class A common stock into which the shares of
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 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.


 


	Redemption Date

(period to expiration of	 	Fair Market Value of Class A Common Stock	 
	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	 


 






    8 


     


    

 


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 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 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 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 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.


 


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 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 public 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 final prospectus related to our initial public offering. 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 Class A common stock is 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
is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Class A
common stock than they would have received if they had chosen to wait to exercise their warrants for shares of Class A common stock
if and when the Class A common stock was 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 shares 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 the exercise of the warrants.


 






    9 


     


    

 


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 9.8% (or such other amount as a holder may specify) of the shares of Class A common
stock issued and 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 stock dividend payable in shares of Class A common stock, or
by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock 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 shares of Class A common stock. A rights offering made to all or substantially all holders of
Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the “historical
fair market value” (as defined below) will be deemed a stock dividend of a number of shares of 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 shares of 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 shares of 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 the Class A common stock as reported during the 10 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.


 


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 shares of Class A common stock on account of such shares of Class A common stock (or other securities into
which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which,
when combined on a per share basis with all other cash dividends and cash distributions paid on the shares of 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 shares of Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption
rights of the holders of shares 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 redeem 100% of our public shares if we do not complete
our initial business combination within 24 months from the closing of our initial public offering, or (B) with respect to any
other provisions 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 stock split or reclassification of shares of Class A common stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock 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 shares of Class A common stock.


 






    10 


     


    

 


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 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
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 shares of 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” and “— Redemption of warrants when the price per shares of Class A common stock equals or exceeds
$10.00” 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.


 


In case of any reclassification or
reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects the
par value of such shares of 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 shares of Class A common stock), or in the case of any sale or conveyance
to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection
with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and
upon the terms and conditions specified in the warrants and in lieu of the shares of 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. However, if such holders were entitled to
exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or
merger, then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed
to be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that
affirmatively make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other
than a tender, exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the
company as provided for in the company’s amended and restated certificate of incorporation or as a result of the redemption of
shares of Class A common stock by the company if a proposed initial business combination is presented to the stockholders of
the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a
part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and
any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of
Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding shares of Class A common stock, the holder
of a warrant will be entitled to receive the highest amount of cash, securities or other property to which such holder would
actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to the expiration of such tender
or exchange offer, accepted such offer and all of the shares of Class A common stock held by such holder had been purchased
pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender or exchange offer)
as nearly equivalent as possible to the adjustments provided for in the warrant agreement. If less than 70% of the consideration
receivable by the holders of shares of Class A common stock in such a transaction is payable in the form of shares 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 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 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.


 






    11 


     


    

 


The warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the
warrant agreement, which is filed as an exhibit to this Report, 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 for the purpose of (i) curing any ambiguity or correct any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement
set forth in the final prospectus, or defective provision, (ii) amending the provisions relating to cash dividends on shares of common
stock as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect to
matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that
the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders
of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered
holders of public 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 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 (1) 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 of shares of Class A common stock to be issued to the warrant holder.


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit
to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies
to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts
of the United States of America are the sole and exclusive forum.


 


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 saleable
until 30 days after the completion of our initial business combination (except, among other limited exceptions as described
under the section of the final prospectus related to our initial public offering entitled “Principal
Stockholders — Restrictions on Transfers of Founder Shares and private placement warrants,” to our officers
and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable under certain redemption
scenarios by us so long as they are held by our sponsor or its permitted transferees. Otherwise, the private placement warrants have
terms and provisions that are identical to those of the warrants being sold as part of the units in our initial public
offering, including as to exercise price, exercisability and exercise period. If the private placement warrants are held by holders
other than the sponsor or its permitted transferees, the private placement warrants will be redeemable by us under all redemption
scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in our initial
public offering.


 






    12 


     


    

 


If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering their 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” (defined below) over the exercise price of the warrants
by (y) the fair market value. The “fair market value” shall mean the average reported closing price of the Class A
common stock for the 10 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 sponsor or its 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. 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 sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market,
the insiders could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants
on a cashless basis is appropriate.


 


In order to 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 at a price
of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to
exercise price, exercisability and exercise period.


 


Our sponsor has 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 final prospectus related to our initial public offering entitled “Principal Stockholders — Restrictions
on Transfers of Founder Shares and private placement warrants” made to our officers and directors and other persons or entities
affiliated with our sponsor.


 


Dividends


 


We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditions subsequent
to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion
of our board of directors at such time. Our board of directors is not currently contemplating and does not anticipate declaring any stock
dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock and
warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock
Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors,
officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that
capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
Continental Stock Transfer & Trust Company has agreed that it has no right of set off or any right, title, interest or claim of
any kind to, or to any monies in, the trust account, and has irrevocably waived any right, title, interest or claim of any kind to,
or any monies in, the trust account that it may have now or in the future. Accordingly, any indemnification provided will only be
able to be satisfied, or a claim will only be able to be pursued, solely against us and our assets outside the trust account and not
against any monies in the trust account or interest earned thereon.


 






    13 


     


    

 


Our Amended and Restated Certificate of Incorporation


 


Provisions Related to Our initial public offering


 


Our amended and restated certificate of incorporation
will contain certain requirements and restrictions relating to our initial public offering that will apply to us until the completion
of our initial business combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock.
Our initial stockholders, who will collectively beneficially own 20% of our common stock upon the closing of our initial public offering
(assuming they do not purchase any units in our initial public offering), will participate in any vote to amend our amended and restated
certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate
of incorporation provides, among other things, that:


 


		·	if we are unable to complete our initial business combination within 24 months from the closing of our initial public offering,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of 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 franchise and income 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), subject to applicable law, and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements
of other applicable law;



 


		·	prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof
to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on our initial business
combination or on any other proposal presented to stockholders prior to or in connection with the completion of an initial business combination
or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate
a business combination beyond 24 months from the closing of our initial public offering or (y) amend the foregoing provisions;



 


		·	although we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors
or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm or an independent accounting firm that such a business combination
is fair to our company from a financial point of view;



 


		·	if a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for
business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the
Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially
the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A
of the Exchange Act. Whether or not we maintain our registration under the Exchange Act or our listing on the NYSE, we will provide our
public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;



 


		·	our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of
at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income
earned on the trust account) at the time of the agreement to enter into the initial business combination;



 


		·	if our stockholders approve an amendment to our amended and restated certificate of incorporation that would affect the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our business combination within 24 months from
the closing of our initial public offering or with respect to any other provisions relating to the rights of holders of our Class A
common stock, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A
common stock upon such approval 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 franchise and income taxes,
divided by the number of then outstanding public shares; and



 


		·	we will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.



 


In addition, our amended and restated certificate
of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 upon consummation of our initial business combination.


 






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Certain Anti-Takeover Provisions of Delaware Law and Our Amended
and Restated Certificate of Incorporation and Bylaws


 


We have opted out of Section 203 of the DGCL.
However, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain
 “business combinations” with any “interested stockholder” for a three-year period following the time that the
stockholder became an interested stockholder, unless:


 


		·	prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder
becoming an interested stockholder;



 


		·	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or



 


		·	at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders
of at least 662∕3% of the outstanding voting stock that
is not owned by the interested stockholder.



 


Generally, a “business combination”
includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder. Subject
to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates,
owns, or within the previous three years owned, 15% or more of our voting stock.


 


Under certain circumstances, this provision will
make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with
a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate in advance
with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the
business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may
have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders
may otherwise deem to be in their best interests.


 


Our amended and restated certificate of incorporation
provides that our sponsor and its affiliates, any of its direct or indirect transferees of at least 15% of our outstanding common stock
and any group as to which such persons are party to, do not constitute “interested stockholders” for purposes of this provision.


 


Our amended and restated certificate of incorporation
provides that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person
can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


Our authorized but unissued common stock and preferred
stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including
future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved
common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


 






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Exclusive Forum for Certain Lawsuits


 


Our amended and restated certificate of incorporation
provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall,
to the fullest extent permitted by law, be the sole and exclusive forum for any (1) derivative action or proceeding brought on behalf
of our company, (2) action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of our
company to our company or our stockholders, or any claim for aiding and abetting any such alleged breach, (3) action asserting a
claim against our company or any director or officer of our company arising pursuant to any provision of the DGCL or our amended and restated
certificate of incorporation or our bylaws, or (4) action asserting a claim against us or any director or officer of our company
governed by the internal affairs doctrine except for, as to each of (1) through (4) above, any claim (A) as to which the
Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable
party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which
is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (C) arising under the federal securities
laws, including the Securities Act as to which the Court of Chancery and the federal district court for the District of Delaware shall
concurrently be the sole and exclusive forums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits
brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United
States of America shall be the sole and exclusive forum. Although we believe this provision benefits us by providing increased consistency
in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits
against our directors and officers. Furthermore, the enforceability of choice of forum provisions in other companies’ certificates
of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be
inapplicable or unenforceable.


 


Special Meeting of Stockholders


 


Our bylaws provide that special meetings of our
stockholders may be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.


 


Advance Notice Requirements for Stockholder Proposals and Director
Nominations


 


Our bylaws provide that stockholders seeking to
bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of
stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received
by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the
open of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant
to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods
contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions
may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors
at our annual meeting of stockholders.


 


Action by Written Consent


 


Any action required or permitted to be taken by
our common stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written
consent of the stockholders other than with respect to our Class B common stock.


 






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Classified Board of Directors


 


Our board of directors is divided into three classes,
Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our amended and restated
certificate of incorporation provides that the authorized number of directors may be changed only by resolution of the board of directors.
Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only for cause and
only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled
to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of directors, including a
vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.


 


Class B Common Stock Consent Right


 


For so long as any shares of Class B common
stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B
common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision our certificate of incorporation,
whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or
relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be
taken at any meeting of the holders of Class B common stock may be taken without a meeting, without prior notice and without a vote,
if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B
common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares of Class B common stock were present and voted.


 


Securities Eligible For Future Sale


 


We have 41,776,963 shares of common stock outstanding.
Of these shares, the 33,421,570 sold in our initial public offering are freely tradable without restriction or further registration under
the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities
Act. All of the remaining 8,355,393 shares and all 9,700,000 private placement warrants are restricted securities under Rule 144,
in that they were issued in private transactions not involving a public offering, and the shares of Class B common stock and private
placement warrants are subject to transfer restrictions as set forth elsewhere in the final prospectus related to our initial public offering.
These restricted securities will be subject to registration rights as more fully described below under “— Registration and
Stockholder Rights.”


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided
that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months
preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before
the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such
shorter period as we were required to file reports) preceding the sale.


 


Persons who have beneficially owned restricted
shares of our common stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the
three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within
any three-month period only a number of securities that does not exceed the greater of:


 


		·	1% of the total number of shares of common stock then outstanding; or



 


		·	the average weekly reported trading volume of the common stock during the four calendar weeks preceding the filing of a notice on
Form 144 with respect to the sale.



 


Sales by our affiliates under Rule 144 are
also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.


 






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Restrictions On The Use Of Rule 144 By Shell Companies Or
Former Shell Companies


 


Rule 144 is not available for the resale of
securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at
any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following
conditions are met:


 


		·	the issuer of the securities that was formerly a shell company has ceased to be a shell company;



 


		·	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;



 


		·	the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding
twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports
on Form 8-K; and



 


		·	at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status
as an entity that is not a shell company.



 


As a result, our initial stockholders will be able
to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after
we have completed our initial business combination.


 


Registration And Stockholder Rights


 


The holders of the founder shares, private placement
warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of Class A common stock issuable
upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans and upon
conversion of the founder shares) are entitled to registration rights pursuant to a registration rights and stockholder agreement signed
in connection with our initial public offering, requiring us to register such securities for resale (in the case of the founder shares,
only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to three
demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination and
rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration
and stockholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become
effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, on the earlier
of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination,
(x) if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, 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, or (y) the date on which we complete a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of common
stock for cash, securities or other property and (ii) in the case of the private placement warrants and the respective Class A
common stock underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.


 


In addition, pursuant to the registration and stockholder
rights agreement, our sponsor, upon consummation of an initial business combination, will be entitled to nominate three individuals for
election to our board of directors.


 


Listing of Securities


 


Our Class A common stock and warrants are
listed on the NYSE under the symbols “TWND.U,” “TWND” and “TWND WS,” respectively.


 






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