Exhibit
4.5


 


DESCRIPTION
OF REGISTRANT’S SECURITIES


 


The
following summary of LGL Systems Acquisition Corp.’s securities is based on and qualified by the Company’s Amended
and Restated Articles of Incorporation (the “Amended and Restated Charter”). References to the “Company”
and to “we,” “us,” and “our” refer to LGL Systems Acquisition Corp.


 


General


 


As
of December 31, 2020, the Company is authorized to issue 85,000,000 shares of common stock, par value $0.0001, including 75,000,000
shares of Class A Common stock and 10,000,000 shares of Class B Common stock, and 1,000,000 shares of preferred stock, par value
$0.0001. There are no shares of preferred stock currently outstanding.


 


Units


 


As
of December 31, 2020, were 17,250,000 public units outstanding. Each unit consists of one share of Class A common stock and one-half
of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of common stock.


 


Common
Stock


 


As
of December 31, 2020, there were 17,250,000 shares of Class A common stock and 4,312,500 shares of Class B common stock issued
and outstanding. 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, as detailed below.


 


Class
A Shares


 


Holders
of Class A common stock and holders of 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. However, prior to the vote on 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. 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
eligible to vote for the election of directors can elect all of the directors.


 


Because
our Amended and Restated Charter authorizes the issuance of up to 75,000,000 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 common stock which we are authorized to issue at the same time as our stockholders vote on the business combination
to the extent we seek stockholder approval in connection with our initial business combination.


 






     


     


    

 


Our
board of directors is divided into three classes with only one class of directors being elected in each year and each class (except
for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with
NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first full fiscal
year end following our listing on the NYSE. We may not hold an annual meeting of stockholders to elect new directors prior to
the consummation of our initial business combination.


 


We
will provide our public stockholders with the opportunity to convert all or a portion of their public shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account calculated as of two business days prior to the consummation of our initial business combination, including
interest earned on the trust account (less interest to pay our tax obligations), divided by the number of then outstanding public
shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per
public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced
by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholders, which include our independent
directors, have entered into agreements with us, pursuant to which they have agreed to waive their conversion rights with respect
to their founder shares and public shares in connection with the completion of our initial business combination. The members of
our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to any
public shares acquired by them directly in or after this offering. 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 Charter
requires these tender offer documents to contain substantially the same financial and other information about our initial business
combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of
the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will,
like many 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 shares voted are voted in favor of our initial business combination. However, the participation of our sponsor,
officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this prospectus), if any,
could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate
their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our outstanding
shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum
is obtained.


 


If
we seek stockholder approval in connection with our initial business combination, our initial stockholders have agreed to vote
their founder shares and any public shares purchased during or after this offering in favor of our initial business combination.
The other members of our management team have entered into agreements similar to the one entered into by our initial stockholders
with respect to any public shares acquired by them in or after our IPO.


 






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Class
B Shares


 


Except
as described herein, the shares of Class B Common stock are identical to the shares of Class A Common stock, and holders of the
Class B shares have the same stockholder rights as public shareholders, except that (i) the Class B shares are subject to certain
transfer restrictions, as described in more detail below, (ii) our initial stockholders have entered into agreements with
us, pursuant to which they have agreed (A) to waive their conversion rights with respect to their Class B shares and public
shares in connection with the completion of our initial business combination, (B) to waive their conversion rights with respect
to their Class B shares and public shares in connection with a stockholder vote to approve an amendment to our Amended and Restated
Charter that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated
an initial business combination by November 12, 2021, and (C) to waive their rights to liquidating distributions from the
trust account with respect to their Class B shares if we fail to complete our initial business combination by November 12, 2021.,
although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold
if we fail to complete our initial business combination within such time period, (iii) the Class B shares are automatically
convertible into 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 as described herein, (iv) prior to the completion
of our initial business combination, only our Class B shares will have the right to vote on the election of our directors and
(v) have registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial
stockholders have agreed to vote their Class B shares and any public shares purchased during or after our IPO in favor of our
initial business combination. The members of our management team have entered into agreements similar to the one entered into
by our initial stockholders with respect to any public shares acquired by them directly in or after our IPO.


 


The
Class B shares will automatically convert into Class A common stock at the time our initial business combination on a one-for-one basis,
subject to adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities
convertible or exercisable for shares of Class A common stock, such as options, rights or warrants are issued or deemed issued
in excess of the amounts sold in our IPO and related to the closing of our initial business combination, the ratio at which Class
B shares will convert into shares of Class A common stock will be adjusted unless waived by majority of Class B holders
so that the number of shares of Class A common stock issuable upon conversion of all Class B shares will equal, in the aggregate
20% of the sum of the shares of common stock outstanding after completion of our IPO plus the number of shares of Class A
common stock and equity-linked shares issued or deemed issued in connection with our initial business combination (net of conversions),
excluding any shares or equity-linked securities issued, or to be issued, pursuant to the forward purchase contract, or to any
seller in our initial business combination and any Private Warrants or Working Capital Warrants issued to our Sponsor, officers
and directors or any of their affiliates.


 






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


 


Preferred
Stock


 


There
are no shares of preferred stock outstanding. Our Amended and Restated Charter authorizes the issuance of 1,000,000 shares
of preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors.
Our board of directors will be able to, without stockholder approval, issue shares of preferred stock with voting and other rights
that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects.
The ability of our board of directors to issue shares of preferred stock without stockholder approval could have the effect of
delaying, deferring or preventing a change of control of us or the removal of existing management. We have no shares of preferred
stock issued and outstanding at the date hereof. Although we do not currently intend to issue any preferred stock, we cannot assure
you that we will not do so in the future.


 


Warrants


 


Public
Warrants


 


As
of December 31, 2020, there were 13,825,000 warrants outstanding. 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 November 12, 2020 or 30 days after the completion of our initial business combination, provided in each case that
we have an effective registration statement under the Securities Act covering the Class A common stock issuable upon exercise
of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless
basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant
holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant
may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only
whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole
warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York
City time, or earlier upon redemption or liquidation.


 






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We
have agreed that as soon as practicable, but in no event later than fifteen (15) business days after the closing of our initial
business combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the
Securities Act, of the shares of Class A common stock issuable upon exercise of the warrants. We will use our best efforts
to cause the same to become effective within 60 days and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.
If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by
the sixtieth (60th) 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.


 


Once
the warrants become exercisable, we may call the warrants for redemption:


 


	 	●	in
    whole and not in part;


 


	 	●	at
    a price of $0.01 per warrant;


 


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


 


	 	●	if,
    and only if, the reported closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for
    stock splits, stock dividends, reorganizations, recapitalizations and the like) 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.


 


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.


 


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


 






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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 a newly issued 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), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, inclusive of interest earned on equity held in trust, available for the funding of our
initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z)
the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the greater of the Market Value and the newly issued price, and the $18.00 per share redemption trigger price described
above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the newly issued price.


 


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


 


Private
Warrants


 


Except
as described below, the Private Warrants have terms and provisions that are identical to those of the warrants sold as part of
the units in our IPO. The Private Warrants (and the Class A common stock issuable upon exercise of the Private Warrants)
will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except,
among other limited exceptions to our officers and directors and other persons or entities affiliated with the Sponsor) and they
will be exercisable on a cashless basis and not be redeemable by us so long as they are held by the sponsor or its permitted transferees.
The sponsor or its permitted transferees have the option to exercise the Private Warrants on a cashless basis. If the private
placement warrants are held by holders other than the sponsor and independent directors or their permitted transferees, the Private
Warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units sold
in our IPO.


 


If
holders of the Private Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
his, her or its warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the
exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The
“fair market value” will 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.


 






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


 


Dividends


 


We
have not paid any cash dividends on our shares of 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 condition subsequent to completion of a business combination. The payment of any dividends
subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention
of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does
not anticipate declaring any dividends in the foreseeable future.


 


Listing
of Securities


 


Our
units, common stock and warrants are listed on the New York Stock Exchange under the symbols “DFNS.U,” “DFNS,”
and “DFNS WS,” respectively.


 


Delaware
Anti-Takeover Law


 


Staggered
Board of Directors


 


Our
Amended and Restated Charter provides that our board of directors will be classified into three classes of directors of approximately
equal size. 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.


 


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
president or by our chairman or by our secretary at the request in writing of stockholders owning a majority of our issued and
outstanding capital stock entitled to vote.


 






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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 delivered to our principal executive offices not later than the close of business
on the 60th day nor earlier than the close of business on the 90th day prior to the scheduled
date of the annual meeting of stockholders. In the event that less than 70 days’ notice or prior public disclosure of the
date of the annual meeting of stockholders is given, a stockholder’s notice shall be timely if delivered to our principal
executive offices not later than the 10th day following the day on which public announcement of the date of our
annual meeting of stockholders is first made or sent by us. 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.


 


Authorized
but Unissued Shares


 


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.


 


Exclusive
Forum Selection


 


Our
Amended and Restated Charter requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions
against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court
of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware 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, (C) for which the Court of Chancery
does not have subject matter jurisdiction or (D) any action arising under the Securities Act, as to which the Court of Chancery
and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside
of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s
counsel. 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, a court may determine that this provision is unenforceable, and to the extent it
is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders
will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder and therefore
bring a claim in another appropriate forum. Additionally, we cannot be certain that a court will decide that this provision is
either applicable or enforceable, and if a court were to find the choice of forum provision contained in our Amended and Restated
Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action
in other jurisdictions, which could harm our business, operating results and financial condition.


 


Our
Amended and Restated Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted by
applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will
not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal
courts have exclusive jurisdiction.


 




  


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