Exhibit 4.4



DESCRIPTION OF SECURITIES

BANYAN ACQUISITION CORPORATION

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934



The following description sets forth certain material terms and provisions
of the securities of Banyan Acquisition Corporation (“we”, “us”, or “our”) that are registered under
Section 12 of the Securities Act of 1934, as amended (the “Exchange Act”). The following description of our securities is
not complete and may not contain all the information you should consider before investing in our securities. This description is summarized
from, and qualified in its entirety by reference to, our amended and restated Certificate of Incorporation, which is incorporated herein
by reference. Defined terms used herein, but otherwise not defined, shall have the meaning ascribed to them in this Annual Report on Form
10-K.



We have three classes of securities registered under the Exchange Act:
our Class A common stock, $0.0001 par value per share; warrants to purchase shares of our Class A common stock; and units consisting of
one share of Class A common stock and one-half of one redeemable warrant. In addition, this Description of Securities also contains a
description of our Class B common stock, par value $0.0001 per share (“Founder Shares”), which shares are not registered pursuant
to Section 12 of the Exchange Act but are convertible into shares of Class A common stock. The description of Founder Shares is necessary
to understand the material terms of the Class A common stock.



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 thereof to purchase one share of Class A common stock at a price
of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the company’s
shares of Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder.



The shares of Class A common stock and warrants constituting the units
began separate trading on March 11, 2022. Holders have the option to continue to hold units or separate their units into the component
securities. Holders need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common
stock and warrants. Additionally, the units will automatically separate into their component parts and will not be traded after completion
of our Initial Business Combination. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.



Common Stock



As of March 31, 2022, 31,395,000 shares of our common stock were outstanding,
including:



| | · | 24,150,000 shares of Class A common stock underlying the units issued as part of our Initial Public Offering; and
| | - | -----------------------------------------------------------------------------------------------------------------



| | · | 7,245,000 shares of Class B common stock held by our initial stockholders.
| | - | --------------------------------------------------------------------------



Common stockholders of record are entitled to one vote for each share
held on all matters to be voted on by stockholders and vote together as a single class, except as required by law; provided, that, prior
to our Initial Business Combination, holders of our Class B common stock will have the right to elect all of our directors and remove
members of the board of directors for any reason, and holders of our Class A common stock will not be entitled to vote on the election
of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved
by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. On any other matter
submitted to a vote of





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our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote
together as a single class, except as required by applicable law or stock exchange rule.



Unless specified in our amended and restated certificate of incorporation
or amended and restated bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of holders of a majority
of the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and,
prior to our Initial Business Combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B
common stock is required to approve the election or removal of directors. There is no cumulative voting with respect to the election of
directors, with the result that the holders of more than 50% of the Class B common stock 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 authorize
the issuance of up to 240,000,000 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 Initial Business Combination.



In accordance with NYSE corporate governance requirements, we are not
required to hold an annual meeting until one year after our first fiscal year end following our listing on NYSE. We may not hold an annual
meeting of stockholders until after we consummate our Initial Business Combination and thus may not be in compliance with Section 211(b)
of the DGCL, which requires an annual meeting of stockholders be held for the purposes of electing directors in accordance with a company’s
bylaws unless such election is made by written consent in lieu of such a meeting. Therefore, if our stockholders want us to hold an annual
meeting prior to our 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.



We will provide our public 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 calculated as of two business days prior to the consummation of our
Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay
our taxes, if any (which interest shall be net of taxes payable thereon), divided by the number of then issued and outstanding public
shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.20 per public
share (subject to increase in the event we choose to extend the time period available to complete our Initial Business Combination). 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. The redemption rights will include the requirement that a beneficial owner must identify itself in order
to validly redeem its shares. Our amended and restated certificate of incorporation provides that only public shares and not any Founder
Shares are entitled to redemption rights. Furthermore, our initial stockholders, directors, officers and special advisor have entered
into a letter agreement with us, pursuant to which they have agreed 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 or certain amendments to our amended
and restated certificate of incorporation. Permitted transferees of our initial stockholders, directors, officers or special advisor will
be subject to the same obligations.



Unlike some 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 applicable law or stock exchange listing requirements,
if a stockholder vote is not required by applicable law or stock exchange listing requirements and we do decide to not hold a stockholder
vote for business or other 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 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 applicable law or stock exchange listing requirements, or we decide
to obtain stockholder approval for business or other 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





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Combination only if a majority of the outstanding shares of our common stock voted are voted in favor
of the business combination, unless a greater vote is required by applicable law or stock exchange rules. 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, directors, officers, special advisor or any of their respective affiliates in privately-negotiated transactions, 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 business combination. For purposes of seeking approval of the majority of our issued and outstanding shares
of common stock, non-votes will have no effect on the approval of our Initial Business Combination once a quorum is obtained. We intend
to give not less than ten days nor more than 60 days prior written notice of any such meeting, if required, at which a vote shall
be taken to approve our Initial 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 Initial Business Combination pursuant to the tender offer rules, our amended
and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other
person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act),
will be restricted from redeeming its shares with respect to 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,” without our prior consent. However, we would not be restricting
our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our Initial Business Combination.
Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our Initial Business
Combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market.
Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the business
combination. As a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares
would be required to sell their shares in open market transactions, potentially at a loss.



If we seek stockholder approval in connection with our Initial Business
Combination, our initial stockholders have agreed (and their permitted transferees will be required to agree), pursuant to the terms of
a letter agreement entered into with us, to vote their Founder Shares and any public shares held by them in favor of our Initial Business
Combination. As a result, in addition to our initial stockholders’ Founder Shares, we would need 8,452,501, or 35.0% (assuming all
issued and outstanding shares are voted), or 603,751, or 2.50% (assuming only the minimum number of shares representing a quorum are voted),
of the 24,150,000 public shares sold in our Initial Public Offering to be voted in favor of an Initial Business Combination in order to
have such Initial Business Combination approved (unless a greater vote is required by applicable law or stock exchange rules). Additionally,
each public stockholder may elect to redeem its public shares without voting and, if they do vote, irrespective of whether they vote for
or against the proposed transaction.



Pursuant to our amended and restated certificate of incorporation,
if we have not completed our Initial Business Combination within 15 months from the closing of our Initial Public Offering (i.e., by April
24, 2023) (or up to 21 months from the closing of our Initial Public Offering (i.e., by October 24, 2023) if we extend the time to complete
a business combination pursuant to a Funded Extension Period) or during any Stockholder Approval Extension Period, we will (1) cease
all operations except for the purpose of winding up, (2) as promptly as reasonably possible but not more than ten business days thereafter,
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 taxes, if any (less up to $100,000
of interest to pay dissolution expenses and which interest shall be net of taxes payable thereon), divided by the number of then issued
and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidating distributions, if any), and (3) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our initial stockholders
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 their Founder Shares if we fail to complete our Initial Business Combination within 15 months from the
closing of our Initial Public Offering (i.e., by April 24, 2023) (or up to 21 months from the closing of our Initial Public Offering (i.e.,
by October 24, 2023) if we extend the time to complete a business





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combination pursuant to a Funded Extension Period) or during any Stockholder
Approval Extension Period. However, if our initial stockholders, directors acquire public shares, they will be entitled to liquidating
distributions from the Trust Account with respect to such public shares if we fail to complete our Initial 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 at such time will be entitled to share ratably in all assets remaining available for distribution
to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the common stock.
Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock,
except that we will provide our 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, including interest earned on the funds held in the Trust Account and
not previously released to us to pay our taxes, if any (which interest shall be net of taxes payable thereon), upon the completion of
our Initial Business Combination, subject to the limitations described herein.



Founder Shares



The Founder Shares are currently designated as shares of Class B common
stock and are identical to the shares of Class A common stock included in the units that were sold in our Initial Public Offering, and
holders of Founder Shares have the same stockholder rights as public stockholders, except that: (1) prior to our Initial Business Combination,
only holders of our Class B common stock have the right to vote on the election of directors and holders of a majority of our outstanding
shares of Class B common stock may remove a member of the board of directors for any reason; (2) the Founder Shares are subject to certain
transfer restrictions contained in a letter agreement that our initial stockholders, directors and officers have entered into with us;
(3) our amended and restated certificate of incorporation provides that only public shares and not any Founder Shares are entitled to
redemption rights and pursuant to such letter agreement, our initial stockholders, directors and officers have agreed to waive: (i) their
redemption rights with respect to any Founder Shares and public shares held by them, as applicable, in connection with the completion
of our Initial Business Combination; (ii) their redemption rights with respect to any Founder Shares and public shares held by them 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 allow redemption 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 15 months from the closing (or up to 21 months from the closing of our Initial
Public Offering (i.e., by October 24, 2023) if we extend the time to complete a business combination pursuant to a Funded Extension Period)
of our Initial Public Offering or (B) with respect to any other provision relating to stockholders’ rights or pre-Initial Business
Combination activity; and (iii) their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they
hold if we fail to complete our Initial Business Combination within 15 months from the closing of our Initial Public Offering (i.e., by
April 24, 2023) (or up to 21 months from the closing of our Initial Public Offering (i.e., by October 24, 2023) if we extend the time
to complete a business combination pursuant to a Funded Extension Period) or during any Stockholder Approval Extension Period (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); (4) the Class B common stock will automatically convert into shares
of our Class A common stock at the time of our Initial Business Combination on a one-for-one basis, subject to adjustment pursuant to
certain anti-dilution rights, as described herein; and (5) the Founder Shares are entitled to registration rights. If we submit our Initial
Business Combination to our public stockholders for a vote, our initial stockholders have agreed (and their permitted transferees are
required to agree), pursuant to the terms of a letter agreement entered into with us, to vote their Founder Shares and any public shares
held by them purchased during or after our Initial Public Offering in favor of our Initial Business Combination..



The shares of Class B common stock will automatically convert into
Class A common stock at the time of 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, are issued or deemed issued in excess of the
amounts issued in our Initial Public Offering and related to the closing of our Initial Business Combination, the ratio at which the shares
of Class B common stock will convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the issued
and 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





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issuable upon conversion of all shares of Class B common stock will equal, subject to
adjustment for stock splits, stock dividends, rights issuances, consolidations, reorganizations, recapitalizations and the like, in the
aggregate, on an as-converted basis, 23% of the sum of all common stock issued and outstanding upon the 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 our Initial Business
Combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our Initial Business Combination.



Pursuant to a letter agreement that our initial stockholders, directors,
officers and special advisor have entered into with us, with certain limited exceptions, the Founder Shares are not transferable, assignable
or salable (except to our directors, officers and special advisor 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;
and (B) subsequent to our Initial Business Combination (x) if the last reported sale 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, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having
the right to exchange their shares of Class A common stock for cash, securities or other property.



Preferred Stock



Our amended and restated certificate of incorporation authorizes 1,000,000
shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. Our board
of directors will be 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 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 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 shares of preferred stock, we cannot assure you that we will not do so in the future.



Redeemable 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 30 days after the completion of our Initial Business Combination and twelve months from the closing of 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 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 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 covering the issuance of the shares of Class A common stock issuable upon exercise of 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 for cash or on a cashless basis, and we will not be obligated to issue
any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of residence of the exercising holder, or an exemption is available. 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 cashless settle any
warrant. In the event that a registration statement is not effective for the exercised





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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
20 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 covering the issuance, under the Securities Act, of the 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 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 60th business 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, and we will use our commercially reasonable efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.



Notwithstanding the above, if our shares of Class A common stock are,
at the time of any exercise of a warrant, not listed on a national securities exchange such that they satisfy the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of 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 reasonable 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 the preceding sentence shall mean the volume weighted average price of the
shares of Class A common stock for the ten 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 not less than 30 days’ prior written notice of redemption to each warrant holder;
| | - | --------------------------------------------------------------------------------------



| | · | if, and only if, the last reported sale price of our 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 (which we refer to as the
 “Reference Value”) 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).
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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





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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 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 (except as described herein with respect to the Private Placement 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 Reference Value equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant); and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | if the Reference Value 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.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



During the period beginning on the date the notice of redemption is
given, 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 ten 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 ten-trading day period described above ends.



Pursuant to the warrant agreement, references above to Class A common
stock shall include a security other than Class A common stock into which the 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. 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, 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 and the denominator of which is $10.00 and (b) in the case of an
adjustment, 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.





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|Redemption Date                     |  | Fair Market Value of Class A Common Stock |      
|----------------------------------- |  | ----------------------------------------- | -----
|(period to expiration of
 warrants) |  | <$10.00                                   |      
|60 months                           |  |                                           | 0.261
|57 months                           |  |                                           | 0.257
|54 months                           |  |                                           | 0.252
|51 months                           |  |                                           | 0.246
|48 months                           |  |                                           | 0.241
|45 months                           |  |                                           | 0.235
|42 months                           |  |                                           | 0.228
|39 months                           |  |                                           | 0.221
|36 months                           |  |                                           | 0.213
|33 months                           |  |                                           | 0.205
|30 months                           |  |                                           | 0.196
|27 months                           |  |                                           | 0.185
|24 months                           |  |                                           | 0.173
|21 months                           |  |                                           | 0.161
|18 months                           |  |                                           | 0.146
|15 months                           |  |                                           | 0.130
|12 months                           |  |                                           | 0.111
|9 months                            |  |                                           | 0.090
|6 months                            |  |                                           | 0.065
|3 months                            |  |                                           | 0.034
|0 months                            |  |                                           | —    



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 ten 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 ten 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 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 some other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the
Private Placement





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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 shares of Class A common stock
are trading at or above $10.00 per share, which may be at a time when the trading price of our 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 our prospectus. This redemption right provides us with an additional mechanism by which to redeem all
of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and
would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise
this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest
to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure
to remove the warrants and pay the redemption price to the warrant holders.



As stated above, we can redeem the warrants when the shares of Class
A common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty
with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants
on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the shares of Class A common stock are
trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer shares of Class
A common stock than they would have received if they had chosen to exercise their warrants for shares of Class A common stock if and when
such shares of Class A common stock were 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 shares of Class A common stock, the Company (or surviving company) will use its commercially reasonable
efforts to register under the Securities Act the security issuable upon the exercise of the warrants.



Redemption procedures



A holder of a warrant may notify us in writing in the event it elects
to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect
to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially
own in excess of 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 issued and 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 issued and 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 (1) 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 (2) 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, (1) if the rights offering is for securities convertible
into or exercisable for shares of Class A common stock, in determining the price payable for Class A





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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 (2)
 “historical fair market value” means the volume weighted average price of Class A common stock during the ten-trading day
period ending on the trading day prior to the first date on which the shares of Class A common stock trade 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 to all or substantially all of the holders of Class A common stock a dividend or make a distribution in cash, securities
or other assets to the holders 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 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 for stock splits, stock dividends, reorganizations,
recapitalizations and the like) 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 Class A common stock in connection with a proposed Initial
Business Combination, (d) to satisfy the redemption rights of the holders 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 allow redemption
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 15 months from the closing of our Initial Public Offering (i.e., by April 24, 2023) (or up to 21 months from the closing
of our Initial Public Offering (i.e., by October 24, 2023) if we extend the time to complete a business combination pursuant to a Funded
Extension Period) or (B) with respect to any other provision relating to stockholders’ rights or pre-Initial Business Combination
activity, 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 shares of Class A common stock in respect of such event.



If the number of issued and 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 issued and
outstanding shares of Class A common stock.



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 completion of our Initial Business Combination
(net of redemptions), and (z) the volume weighted average trading price of our 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 and $10.00 per share redemption trigger prices 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 share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to
be equal to 180% and 100%, respectively, of the higher of the Market Value and the Newly Issued Price.





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In case of any reclassification or reorganization of the issued and
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 merger or consolidation
in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and 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 our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares, stock or other equity 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 merger or consolidation, 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 merger or consolidation 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. Additionally, if less than 70% of the consideration receivable by the holders
of Class A common stock in such a transaction is payable in the form 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 30 days following
public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the per
share consideration minus the Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.



The warrants are issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that (a) 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 our prospectus, or defective provision or (ii) 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 and (b) all other modifications or amendments require the vote or written
consent of at least 65% of the then outstanding public warrants and, solely with respect to any amendment to the terms of the Private
Placement Warrants or any provision of the warrant agreement with respect to the Private Placement Warrants, at least 65% of the then
outstanding Private Placement Warrants.



The warrant holders do not have the rights or privileges of holders
of common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance
of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record
on all matters to be voted on by stockholders.





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No fractional warrants will be issued upon separation of the units
and only whole warrants will trade.



Private Placement Warrants



Except as described below, the Private Placement Warrants are identical
to the warrants sold as part of the units in our Initial Public Offering. The Private Placement Warrants (including the shares of Class
A common stock issuable upon exercise of the Private Placement 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 directors, officers and special
advisor and other persons or entities affiliated with our Sponsor) and they will not be redeemable by us (except as described herein)
so long as they are held by our Sponsor, the underwriters or their permitted transferees. Our Sponsor, the underwriters, or their permitted
transferees, has the option to exercise the Private Placement Warrants on a cashless basis and have certain registration rights described
herein. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of
the units in our Initial Public Offering. If the Private Placement Warrants are held by holders other than our Sponsor, the underwriters
or their permitted transferees, the Private Placement Warrants will be redeemable by us in 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. In addition, for as long
as the Private Placement Warrants sold to the underwriters are held by the underwriters or their designees or affiliates, they will be
subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and may not be exercised after five years from the
commencement of sales in our Initial Public Offering.



Except as described above, if holders of the Private Placement 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 excess of the “historical fair market value” (defined below) less the exercise
price of the warrants by (y) the historical fair market value. For these purposes, the “historical fair market value” shall
mean the average last reported sale price of the Class A common stock for the ten 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 our Sponsor, the underwriters and their 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. We expect to have policies in place that restrict
insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted
to sell our securities, 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 exercise their warrants and sell the shares of Class A common stock received upon such exercise freely
in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities.
As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.



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 loan us funds as may be required, although they are under no obligation to advance funds or invest in us. 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 Placement Warrants.



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 our Initial 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 our Initial Business Combination. The payment of any cash dividends subsequent to our Initial Business Combination will be within the
discretion of our board of directors at such time. In addition, 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.





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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 liabilities,
including judgments, costs and reasonable counsel fees 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.



Amended and Restated Certificate of Incorporation



Our amended and restated certificate of incorporation 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 (other than amendments relating to provisions governing the election or removal of directors prior to our
Initial Business Combination, which require the approval of a majority of at least 90% of the outstanding shares of our common stock voting
in a stockholder meeting) cannot be amended without the approval of the holders of at least 65% of our outstanding common stock. Our initial
stockholders, who, as of the date of this report, collectively beneficially own 23% of our shares of common stock, may 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.
Unless specified in our amended and restated certificate of incorporation or amended and restated bylaws, or as required by applicable
law or stock exchange rules, the affirmative vote of a majority of the outstanding shares of our common stock that are voted is required
to approve any such matter voted on by our stockholders, and, prior to our Initial Business Combination, the affirmative vote of holders
of a majority of the outstanding shares of our Class B common stock is required to approve the election or removal of directors. Specifically,
our amended and restated certificate of incorporation provides, among other things, that:



| | · | if we have not completed our Initial Business Combination within 15 months from the closing of our Initial Public Offering (i.e.,
by April 24, 2023) (or up to 21 months from the closing of our Initial Public Offering (i.e., by October 24, 2023) if we extend the time
to complete a business combination pursuant to a Funded Extension Period) or during any Stockholder Approval Extension Period, we will:
(1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days
thereafter, 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 taxes,
if any (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable thereon), divided
by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, 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 (1) receive funds from the Trust Account or (2) vote pursuant to our amended and restated certificate of incorporation on any Initial
Business Combination;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 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;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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| | · | as long as our securities are listed on NYSE, our Initial Business Combination must be with one or more operating businesses or assets
with a fair market value equal to at least 80% of the assets held in trust (excluding any deferred underwriting commissions and taxes
payable on the income earned on the Trust Account);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | if our stockholders approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing
of our obligation to allow redemption in connection with our Initial Business Combination or to redeem 100% of our public shares if we
do not complete our Initial Business Combination within 15 months from the closing of our Initial Public Offering (i.e., by April 24,
2023) (or up to 21 months from the closing of our Initial Public Offering (i.e., by October 24, 2023) if we extend the time to complete
a business combination pursuant to a Funded Extension Period) or (B) with respect to any other provision relating to stockholders’
rights or pre-Initial Business Combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion
of their shares of 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 taxes,
if any (which interest shall be net of taxes payable thereon), divided by the number of then issued and outstanding public shares; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | we will not effectuate our Initial Business Combination solely 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 following such redemptions.



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



We are subject to the provisions of Section 203 of the DGCL regulating
corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business
combination” with:



| | · | a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
| | - | --------------------------------------------------------------------------------------------------------------------



| | · | an affiliate of an interested stockholder; or
| | - | ---------------------------------------------



| | · | an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
| | - | ------------------------------------------------------------------------------------------------------------------------------------



A “business combination” includes a merger or sale of more
than 10% of our assets. However, the above provisions of Section 203 do not apply if:



| | · | our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date
of the transaction;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------



| | · | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned
at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock;
or
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | on or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at
a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock
not owned by the interested stockholder.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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





14







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.



Our amended and restated certificate of incorporation provides that
prior to our Initial Business Combination, holders of our Class B common stock will have the right to elect all of our directors and may
remove members of our board of directors for any reason.



Registration Rights



The holders of the Founder Shares, Private Placement Warrants and any
warrants that may be issued on conversion of working capital loans (and any shares of Class A common stock issuable upon the exercise
of the Private Placement Warrants or warrants issued upon conversion of the working capital loans and upon conversion of the Founder Shares)
will be entitled to registration rights pursuant to a registration rights agreement requiring us to register such securities for resale.
The holders will have the right to require us to register for resale these securities pursuant to a shelf registration under Rule 415
under the Securities Act. The holders of a majority of these securities will also be entitled to make up to three demands, plus short
form registration demands, that we register such securities. In addition, the holders will be entitled to certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination. We
will bear the expenses incurred in connection with the filing of any such registration statements.



Listing of Securities



Our units are listed on NYSE under the symbol “BTN.U”.
The Class A common stock and warrants are listed on NYSE under the symbols “BYN” and “BYN.W,” respectively.





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