Exhibit 4.5


 


DESCRIPTION OF REGISTRANT’S
SECURITIES


 


The following summary of PMV Consumer
Acquisition Corp.’s securities is based on and qualified by the Company’s Certificate of Incorporation, as amended
(the “Certificate”). References to the “Company” and to “we,” “us,” and “our”
refer to PMV Consumer 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 convertible Common stock, and 1,000,000 shares of preferred stock, par value $0.0001. There are no
shares of preferred stock currently outstanding.


 


Units


 


On September 24, 2020, the Company issued
17,500,000 public units. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant. Each whole
warrant entitles the holder to purchase one share of common stock.


 


Common Stock


 


As of December 31, 2020, there were 17,500,000
shares of Class A common stock and 4,375,000 shares of Class B convertible 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 convertible 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 Class A common stock will not be entitled to vote
on the election of directors during such time.  


Because our Certificate 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. 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.


 


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.


 




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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 includes 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 Certificate, 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 Certificate 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.


 


Class B Shares


 


Except as described herein, the shares
of Class B convertible 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) waive their conversion rights with respect to their Class B shares and public shares in connection with the
completion of our initial business combination (and not seek to sell their shares to us in any tender offer we undertake in connection
with 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 Certificate 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 September 24,
2022, 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 September 24, 2022., 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.


 




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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.


 


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 Certificate 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


 


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 September 24, 2022 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 of 1933, as amended (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.


  


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.


 




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Listing of
Securities


 


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


 


Delaware Anti-Takeover
Law


 


Staggered Board
of Directors


 


Our Certificate
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.


 


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 Certificate
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 Certificate 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 Certificate
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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