Exhibit 4.5


 


Description of Securities Registered
Pursuant to Section 12 of the Securities Exchange Act of 1934 


 


As of December 31, 2020, Foley Trasimene Acquisition Corp.
II (“we,” “our,” “us” or the “Company”) had the following three classes of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Class
A common stock, $0.0001 par value per share (“Class A common stock”), (ii) its warrants, exercisable for one share
of class A common stock for $11.50 per share, and (iii) its units, consisting of one share of Class A common stock and one-third
of one warrant to purchase one share of Class A common stock. 


 


The following summary includes a brief description of such
securities as well as a description of the Company’s Class B common stock, par value $0.0001 per share (the “Class
B common stock” or “founder shares”), which is not registered pursuant to Section 12 of the Exchange Act but
is convertible into shares of Class A common stock. The description of the Class B common stock is necessary to understand the
material terms of the Class A common stock. References to our “sponsor” refer to Trasimene Capital FT, LP II. The following
also summarizes certain provisions of the General Corporation Law of the State of Delaware (the “DGCL”) and is subject
to and qualified in its entirely by reference to the DGCL.


 


General


 


Pursuant
to our Certificate of Incorporation (the “Certificate of Incorporation”) we are authorized to issue 800,000,000 shares
of our Class A common stock and 80,000,000 shares of our Class B common stock, as well as 1,000,000 shares of preferred stock,
$0.0001 par value each.


 


Units


 


Each unit consists of one share of our Class A
common stock and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A
common stock at a price of $11.50 per share, subject to an adjustment. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of the shares of the Company’s Class A common stock. This means only a
whole warrant may be exercised at any given time by a warrant holder. No fractional warrants have been issued upon separation of
the units and only whole warrants are traded.


 


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


 


Common Stock


 


Stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. Prior to our initial business combination, only holders
of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled
to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination,
holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our
Certificate of Incorporation may only be amended by approval of a majority of at least 90% of our Class B common stock voting in
an annual meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with
our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will
vote together as a single class, with each share entitling the holder to one vote.


 


Unless specified in our Certification of
Incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of
a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our
board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class
of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 






    


     


    

 


Because our Certificate of Incorporation
authorizes the issuance of up to 800,000,000 shares of our 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 our Class A common
stock which we will be authorized to issue at the same time as our stockholders vote on the business combination to the extent
we seek stockholder approval in connection with our initial business combination.


 


Our board of directors is divided into three
classes with only one class of directors being elected in each year and each class (except for those directors appointed prior
to our first annual meeting of stockholders) serving a three-year term. In accordance with the New York Stock Exchange (“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 the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold annual meetings of stockholders
for the purpose of electing directors in accordance with our amended and restated bylaws, unless such election is made by written
consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the completion
of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual
meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the completion of an initial business combination,
they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section
211(c) of the DGCL. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled
by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business
combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.


 


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 completion of our initial business combination, including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then outstanding public shares, subject to the limitations described herein. 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. The redemption
rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares. Our sponsor
and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to waive
their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of our initial
business combination and (ii) a stockholder vote to approve an amendment to our Certificate of Incorporation that would affect
the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem
100% of our public shares if we have not completed an initial business combination within 24 months from the time of the IPO. 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 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 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 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 of common stock 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 the initial public offering (“IPO”) 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 common stock, non-votes will have no effect on the approval
of our initial business combination once a quorum is obtained.


 






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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 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 more than an aggregate of 15% of the shares sold in the IPO, which we refer
to as the “Excess Shares.”. However, we would not be restricting our stockholders’ ability to vote all of their
shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the
Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders
could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders
will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And,
as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would
be required to sell their shares in open market transactions, potentially at a loss.


 


If we seek stockholder approval in connection
with our initial business combination, pursuant to the terms of a letter agreement entered into with us, our sponsor and each member
of our management team agreed to vote their founder shares and any public shares purchased from the time of the IPO, in favor of
our initial business combination. In addition, pursuant to the terms of the forward purchase agreement, Cannae Holdings has agreed
to vote any shares purchased from the time of the IPO, in favor of our initial business combination. As a result, in addition to
our initial stockholders’ founder shares, we would need 48,750,001, or 37.5%, of the 130,000,000 public shares sold in in
the IPO to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming
all issued and outstanding shares are voted and the over-allotment option is not exercised). The other members of our management
team have entered into a letter agreement similar to the one entered into by our sponsor with respect to any public shares acquired
by them from the time of the IPO. Additionally, each public stockholder may elect to redeem its public shares irrespective of whether
they vote for or against the proposed transaction.


 


Pursuant to our Certificate of Incorporation,
if we have not completed an initial business combination within 24 months from the time of the IPO, we will (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject
to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released
to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then
outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, 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 sponsor and members of our management team have entered into letter agreements 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 do not complete an initial business combination within 24 months from the time of the IPO. However, if our sponsor
or members of our management team acquire public shares from the time of the IPO, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we do not 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 are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having
preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions
applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public
shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest
to pay dissolution expenses) divided by the number of the then outstanding public shares, upon the completion of our initial business
combination, subject to the limitations described herein.


 






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Founder Shares


 


The founder shares are designated as Class
B common stock and, except as described below, are identical to the shares of our Class A common stock included in the units sold
in the IPO, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors
have entered into letter agreements with us, pursuant to which they have agreed (A) to waive their redemption rights with respect
to their founder shares and public shares in connection with the completion of our initial business combination, (B) to waive their
redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment
to our Certificate of Incorporation that would affect the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination
within 24 months from the time of the IPO or with respect to any other provisions relating to stockholders’ rights or pre-initial
business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to
its founder shares if we do not complete an initial business combination within 24 months from the time of the IPO, although it
will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if we do not complete
our initial business combination within such time period, (iii) the founder shares will automatically convert into Class A common
stock on the first business day following the completion of our initial business combination as described herein and in our Certificate
of Incorporation, and (iv) prior to the completion of our initial business combination, only our founder shares will have the right
to vote on the election of our directors. If we submit our initial business combination to our public stockholders for a vote,
our initial stockholders and each member of our management team have agreed to vote their founder shares and any public shares
purchased from the time of the IPO in favor of our initial business combination.


 


The founder shares will automatically convert
into shares of our Class A common stock on the first business day following the completion of our initial business combination
at a ratio such that the number of shares of our Class A common stock issuable upon conversion of all founder shares will equal,
in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of our common stock issued and outstanding
from the time of the IPO, plus (ii) the sum of (a) all shares of our common stock issued or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion
of the initial business combination (including the forward purchase shares, but not the forward purchase warrants), excluding (1)
any shares of our Class A common stock or equity-linked securities exercisable for or convertible into shares of our Class A common
stock issued, or to be issued, to any seller in the initial business combination and any (2) private placement warrants issued
to our sponsor or any of its affiliates upon conversion of working capital loans minus (b) the number of public shares redeemed
by public stockholders in connection with our initial business combination. In no event will the shares of our Class B common stock
convert into shares of our Class A common stock at a rate of less than one to one.


 


Except as described herein, our sponsors
and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until (a) one
year after the completion of our initial business combination, or (b) the date on which we complete a liquidation, merger, capital
stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having
the right to exchange their shares of our Class A common stock for cash, securities or other property. Any permitted transferees
will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We
refer to such transfer restrictions as the lock-up. Notwithstanding the foregoing, if the last reported sale price of the shares
of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, 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, the converted Class A common stock will be released from the lock-up.


 


Prior to our initial business combination,
only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will
not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business
combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions
of our Certificate of Incorporation may only be amended by approval of a majority of at least 90% of our Class B common stock voting
in an annual meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection
with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares
will vote together as a single class, with each share entitling the holder to one vote.


 






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Preferred Stock


 


Our Certificate of Incorporation will authorize
1,000,000 shares of preferred stock and provide 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 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 shares of preferred stock, we
cannot assure you that we will not do so in the future.


 


Warrants


 


Public Stockholders’ Warrants and
Forward Purchase Warrants


 


Each whole warrant entitles the registered
holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below,
at any time commencing on the later of one year from the time of the IPO and 30 days after the completion of our initial business
combination, provided in each case that we have an effective registration statement under the Securities Act covering the shares
of the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we
permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such
shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence
of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares
of our Class A common stock. 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.


 


We will not be obligated to deliver any
Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a
registration statement under the Securities Act with respect to the shares of our Class A common stock underlying the warrants
is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with
respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and we will not be
obligated to issue a share of our Class A common stock upon exercise of a warrant unless the share of our Class A common stock
issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences
are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such
warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that
a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have
paid the full purchase price for the unit solely for the share of our Class A common stock underlying such unit.


 






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We have agreed that as soon as practicable,
but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares
of our Class A common stock issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the
same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,
until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration
statement covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants is not effective
by the 60th business day after the closing of 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.
In addition, if our Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may,
at our option, require holders of our public warrants who exercise their warrants to do so on a “cashless basis” in
accordance with Section 3(a)(9) of the Securities Act and, in the event we elect to do so, we will not be required to file or maintain
in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each
such warrant for that number of shares of our Class A common stock equal to the lesser of (A) the quotient obtained by dividing
(x) the product of the number of shares of our Class A common stock underlying the warrants, multiplied the excess of the “fair
market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market
value” shall mean the volume weighted average price of the shares of our Class A common stock for the 10 trading days ending
on the trading day prior to the date on which the notice of exercise is received by the warrant agent.


 


Redemption of Warrants When the Price
per Share of Our Class A Common Stock Equals or Exceeds $18.00


 


Once the warrants become exercisable, we
may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):


 


		·	in whole and not in part;



 


		·	at a price of $0.01 per warrant;



 


		·	upon not less than 30 days’ prior written notice of redemption to each warrant holder; and



 


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



 


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


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done
on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being
exercised. However, the price of the shares of our Class A common stock may fall below the $18.00 redemption trigger price (as
adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) 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 Our Class A Common Stock Equals or Exceeds $10.00


 






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


 


		·	in whole and not in part;



 


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



 


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



 


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



 


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


 


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


 


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


 






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	 	Fair Market Value of Our Class A Common stock





	Redemption Date 

(period to expiration 

of warrants)	 	 	≤
$10.00
	 	 	 	$11.00	 	 	 	$12.00	 	 	 	$13.00	 	 	 	$14.00	 	 	 	$15.00	 	 	 	$16.00	 	 	 	$17.00	 	 	 	≥
$18.00
	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	-	 	 	 	-	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 



 


The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the
redemption date is between two redemption dates in the table, the number of shares of our Class A common stock to be issued for
each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher
and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable.
For example, if the volume-weighted average price of our Class A common stock as reported during the 10 trading days immediately
following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time
there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise
their warrants for 0.277 Class A common stock for each whole warrant. For an example where the exact fair market value and redemption
date are not as set forth in the table above, if the volume-weighted average price of our Class A common stock as reported during
the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is
$13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection
with this redemption feature, exercise their warrants for 0.298 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 Class A common stock per warrant (subject
to adjustment).


 


This redemption feature differs from the
typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of
warrants for cash (other than the private placement warrants) when the trading price for the shares of our Class A common stock
exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding
warrants to be redeemed when the shares of our Class A common stock are trading at or above $10.00 per share, which may be at a
time when the trading price of our the shares of Class A common stock is below the exercise price of the warrants. We have established
this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00
per share threshold set forth above under “- Redemption of Warrants When the Price per Share of Our Class A Common Stock
Equals or Exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature
will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as
of the date the IPO. 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.


 






    8


     


    

 


As stated above, we can redeem the warrants
when the shares of our Class A common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50,
because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with
the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the
warrants when the shares of our Class A common stock are trading at a price below the exercise price of the warrants, this could
result in the warrant holders receiving fewer Class A common stock than they would have received if they had chosen to wait to
exercise their warrants for Class A common stock if and when such Class A common stock were trading at a price higher than the
exercise price of $11.50.


 


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


 


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


 


Anti-dilution Adjustments. If the
number of outstanding shares of our Class A common stock is increased by a stock capitalization or stock dividend payable in shares
of our Class A common stock, or by a split-up of common stock or other similar event, then, on the effective date of such stock
capitalization or stock dividend, split-up or similar event, the number of shares of our Class A common stock issuable on exercise
of each warrant will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering to
holders of common stock entitling holders to purchase 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 our Class A common stock equal to the
product of (i) the number of shares of our 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 Class A common stock) and (ii) one
minus the quotient of (x) the price per share of our Class A common stock paid in such rights offering and (y) the historical fair
market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for shares of our
Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration
received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair
market value” means the volume-weighted average price of shares of our Class A common stock as reported during the 10 trading
day period ending on the trading day prior to the first date on which the shares of our 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 a dividend or make a distribution in cash, securities or other assets to the holders
of shares of our Class A common stock on account of such Class A common stock (or other securities into which the warrants are
convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share
basis with all other cash dividends and cash distributions paid on the shares of our Class A common stock during the 365-day period
ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect
any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or
to the number of shares of our Class A common stock issuable on exercise of each warrant) but only with respect to the amount of
the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights
of the holders of our Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption
rights of the holders of our Class A common stock in connection with a stockholder vote to amend our 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 24 months from the time of
the IPO 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 share of our Class A common stock in respect of such
event.


 






    9


     


    

 


If the number of outstanding shares of our
Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of our Class A common
stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification
or similar event, the number of shares of our Class A common stock issuable on exercise of each warrant will be decreased in proportion
to such decrease in outstanding shares of our Class A common stock.


 


Whenever the number of shares of our 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 our 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 our Class A common stock so purchasable immediately
thereafter.


 


In addition, if (x) we issue additional
shares of our 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 our 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 initial stockholders
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 complete 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, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption
of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00” and “Redemption of Warrants
When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00” will be adjusted (to the nearest cent) to
be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.


 


In case of any reclassification or reorganization
of the outstanding Class A common stock (other than those described above or that solely affects the par value of such Class A
common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation
or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our
outstanding 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 our Class A common stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event.
If less than 70% of the consideration receivable by the holders of our Class A common stock in such a transaction is payable in
the form of our Class A common stock in the successor entity that is listed for trading on a national securities exchange or is
quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event,
and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such
transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value
(as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value
to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which
the holders of the warrants otherwise do not receive the full potential value of the warrants.


 






    10


     


    

 


The warrants will be issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least 65% of the then-outstanding public warrants and forward purchase
warrants to make any change that adversely affects the interests of the registered holders. You should review a copy of the warrant
agreement, which was filed as an exhibit to the registration statement, for a complete description of the terms and conditions
applicable to the warrants.


 


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


 


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


 


Private Placement Warrants


 


The private placement warrants (including
the shares of our 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 pursuant to limited exceptions as described
under “Principal Stockholders – Transfers of Founder Shares and Private Placement Warrants,” to our officers
and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they
will not be redeemable by us so long as they are held by our sponsor or its permitted transferees (except as otherwise set forth
herein). Our sponsor, or its permitted transferees, have the option to exercise the private placement warrants on a cashless basis.
Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants
being sold as part of the units in the IPO. If the private placement warrants are held by holders other than our sponsor or its
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 the IPO.


 


Except as described under “Description
of Securities – Warrants – Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds
$10.00,” 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 our Class A common stock equal to the quotient obtained
by dividing (x) the product of the number of shares of our Class A common stock underlying the warrants, multiplied by the excess
of the “historical fair market value” (defined below) over 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 shares of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which
the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable
on a cashless basis so long as they are held by our initial stockholders 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 our 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.


 






    11


     


    

 


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 $1.50 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 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 cash dividends subsequent to a business combination
will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare
dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Certificate of Incorporation


 


Our Certificate of Incorporation will contain
provisions designed to provide certain requirements and restrictions that apply to us until the completion of our initial business
combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders
and their permitted transferees, if any, collectively beneficially own 20% of our common stock may participate in any vote to amend
our Certificate of Incorporation and will have the discretion to vote in any manner they choose. Specifically, our Certificate
of Incorporation will provide, among other things, that:


 


		·	If we have not completed an initial business combination within 24 months from the time of the IPO, we will (i) cease all operations
except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, 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), divided by the number of the then outstanding public shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any); and (iii) 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 or in connection with our initial business combination, we may not issue additional securities that would entitle
the holders thereof to (i) receive funds from the trust account or (ii) vote on our initial business combination or on any other
proposal presented to stockholders prior to or in connection with the completion of an initial business combination;



 


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



 


		·	If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder
vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of
the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which
contain substantially the same financial and other information about our initial business combination and the redemption rights
as is required under Regulation 14A of the Exchange Act;



 






    12


     


    

 


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



 


		·	If our stockholders approve an amendment to our Certificate of Incorporation that would affect the substance or timing of our
obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we
do not complete an initial business combination within 24 months from the time of the IPO, or with respect to any other provisions
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 Class A common stock upon such approval at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided
by the number of the then outstanding public shares, subject to the limitations described herein; and



 


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



 


In addition, our Certificate of Incorporation
will provide 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.


 


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


 


We are subject to the provisions of Section
203 of the DGCL regulating corporate takeovers upon. 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 initial 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.



 






    13


     


    

 


Our Certificate of Incorporation provides
that our board of directors is classified into three classes of directors. As a result, in most circumstances, a person can gain
control of our board only by successfully engaging in a proxy contest at two or more annual meetings.


 


Our authorized but unissued common stock
and preferred stock will be 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.


 


Special Meeting of Stockholders


 


Our amended and restated bylaws provide
that special meetings of our stockholders may be called only by a majority vote of our board of directors or by our Chairman.


 


Advance Notice Requirements for Stockholder
Proposals and Director Nominations


 


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


 


Action by Written Consent


 


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


 


Classified Board of Directors


 


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


 


Class B Common Stock Consent Right


 


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


 






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Registration Rights


 


The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable
upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) are
entitled to registration rights pursuant to a registration rights agreement. The holders of these securities are entitled to make
up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.
However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities
Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares,
as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective shares of our
Class A common stock underlying such warrants, 30 days after the completion of our initial business combination. We will bear the
expenses incurred in connection with the filing of any such registration statements.


 


Except as described herein, our sponsor
and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until (a) one
year after the completion of our initial business combination, or (b) the date on which we complete a liquidation, merger, capital
stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having
the right to exchange their shares of our Class A common stock for cash, securities or other property. Any permitted transferees
will be subject to the same restrictions and other agreements of our sponsor with respect to any founder shares. We refer to such
transfer restrictions as the lock-up. Notwithstanding the foregoing, 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 capitalizations, 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,
the converted shares of our Class A common stock will be released from the lock-up.


 


Pursuant to the forward purchase agreement,
we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination
a resale shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase
warrants (and underlying shares of Class A common stock), (ii) to cause such registration statement to be declared effective promptly
thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which Cannae
Holdings, or its respective assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered
thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration
statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations. In addition, the forward
purchase agreement provide for certain “piggy-back” registration rights to the holders of forward purchase securities
to include their securities in other registration statements filed by us.


 


Listing of Securities


 


We have listed our units, Class A Common
Stock and warrants on the NYSE under the symbols “BFT.U,” “BFT” and “BFT WS,” respectively.
The units will automatically separate into their component parts and will not be traded following the completion of our initial
business combination.


 






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