EXHIBIT 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT


 


The following description
sets forth certain material terms and provisions of the securities of Capitol Investment Corp. V (the “Company,” “we,”
“us” or “our”) that are registered under Section 12 of the Securities Exchange 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 certificate of incorporation and bylaws, which are incorporated herein by reference. The summary below is also
qualified by reference to the provisions of the General Corporation Law of the State of Delaware (the “DGCL”).


 


As of December 31,
2020, we were authorized to issue 450,000,000 shares of common stock, par value $0.0001, including 400,000,000 shares
of Class A common stock and 50,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred
stock, par value $0.0001. As of December 31, 2020, we had three classes of securities registered under the Exchange Act: our Class
A common stock, warrants to purchase shares of our Class A common stock and unit consisting of one share of Class A common
stock and one-third of one warrant.


 


Class A Common Stock


 


Stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock
and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders
except as required by law or the applicable rules of the New York Stock Exchange (NYSE) then in effect. However, prior to the
vote on our initial business combination, only holders of our founder shares (Class B common stock) will have the right to vote
on the election of directors and to remove directors. These provisions in our amended and restated certificate of incorporation
may only be amended by a resolution passed by the holders of a majority of our Class B common stock. Holders of our public shares
will not be entitled to vote on the election of directors during such time.


 


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


 


We will provide our
public stockholders with the opportunity to 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 trust account to pay taxes (net of taxes payable), divided by the number of then-outstanding public shares, subject certain
limitations. 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 of our initial public offering. Our initial stockholders, which include our independent directors, have
entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder
shares (Class B common stock) and public shares in connection with the completion of our initial business combination. The members
of our management team have entered into agreements similar to the one entered into by our initial stockholders with respect to
any public shares acquired by them directly in or after our initial public offering. Unlike many blank check companies that hold
stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related
redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by
law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal
reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender
offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our
amended and restated certificate of incorporation requires these tender offer documents to contain substantially the same financial
and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy
rules. If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval
for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will
complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of our initial
business combination. However, the participation of our sponsors, officers, directors, advisors or their 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 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.


 






     


    


    

 


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 will provide 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 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 20% and, in order to dispose such shares would be required to sell their shares in open
market transactions, potentially at a loss.


 


Pursuant to our amended
and restated certificate of incorporation, if we have not completed our initial business combination by December 4, 2020, 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 trust account to pay taxes (net of taxes payable and less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption
will completely extinguish public stockholders’ rights as stockholders (including the right to receive further 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, dissolve and liquidate, subject in the case
of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors.


 


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 trust account to pay taxes (net of taxes payable), divided by the number of then-outstanding public
shares, upon the completion of our initial business combination, subject to the limitations described herein.


 


Units


 


Each unit consists
of one share of Class A common stock and one-third of one warrant. The Class A common stock and the Warrants included
in the Units traded as a Unit until January 22, 2021, when separate trading of Class A common stock and Warrants began. No fractional
warrants were or will be issued and only whole warrants trade. Holders now have the option to continue to hold Units or separate
their Units into the component pieces.


 


Public Warrants


 


Each whole warrant
entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of December 4, 2021 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 Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available 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 (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant
agreement as a result of (i) our failure to have an effective registration statement by the 60th business day after the closing
of our initial business combination as described below or (ii) a notice of redemption described below under “— Redemption
of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $10.00”). Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole
warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or
trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m.,
New York City time, or earlier upon redemption or liquidation.


 






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


 


We have agreed that
as soon as practicable, but in no event later than 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 for the registration, under the Securities
Act, of the 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 of the warrants in accordance with the provisions of the warrant agreement; provided that,
if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such
that it satisfies 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.


 


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 call the warrants for redemption:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon not less than 30 days’ prior written
notice of redemption, or the 30-day redemption period, to each warrant holder; and



 


		●	if, and only if, the last reported sale price of the
Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities as described
below) for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of
redemption to the warrant holders.



 


If and when the warrants
become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws.


 


We have established
the last redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant
premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants,
each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the
price of the Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption
notice is issued.


 






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We will not redeem
the warrants as described above unless a registration statement under the Securities Act covering the issuance of the shares of
Class A common stock issuable upon a cashless 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, except if the warrants
may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. 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. As a result, we may redeem the warrants as set forth above even
if the holders are otherwise unable to exercise the warrants.


 


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 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 last reported sale price of our
Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations,
reclassifications, recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities
as described above) on the trading day prior to the date on which we send the notice of redemption to the warrant holders; and



 


		●	if, and only if, the last reported sale price of our
Class A common stock is less than $18.00 per share (as described for stock splits, stock dividends, reorganizations, recapitalizations
and the like and for certain issuances of Class A common stock and equity-linked securities as described above), then
the private placement warrants are also called for redemption on the same terms as the outstanding public warrants, as described
above.



 


Beginning on the date
the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants on
a cashless basis. 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. As a result, we may redeem
the warrants as set forth above even if the holders are otherwise unable to exercise the warrants.


 


The numbers in the
table below represent the number of shares of 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 the volume-weighted average price of Class A common stock for 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-day trading
period described above.


 


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 has 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.


 






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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 is adjusted as set forth in the first three paragraphs under the heading “— Anti-Dilution Adjustments”
below. 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 number of shares deliverable upon exercise of a warrant immediately prior to such
adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number
of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise
of a warrant. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph
under the heading “— Anti-Dilution Adjustments” below, the adjusted share prices in the column
headings will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of the market value
and the newly issued price as set forth under the heading “— Anti-Dilution Adjustments” and
the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading
“Anti-Dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted
share price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 


	Redemption Date (period	 	Fair Market Value of Class A Common Stock	 
	to expiration of warrants)	 	≤10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥18.00	 
	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 time to expiration 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 for
the ten trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is
$11 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 for 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. 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).


 






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This redemption feature
is structured to allow for all of the outstanding warrants to be redeemed when the Class A common stock is trading at or
above $10.00 per 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. 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 and we will be required to pay the redemption price to warrant
holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants
if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is
in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


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


 


No fractional 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 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.


 


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 outstanding immediately after giving effect to such exercise.


 


Anti-Dilution Adjustments


 


If the number of outstanding
shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of
shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or
similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased in proportion
to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock
entitling holders to purchase shares of Class A common stock at a price less than the fair market value 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 Class A common stock) multiplied by (2) one minus the quotient of (x) the
price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these
purposes (1) if the rights offering is for securities convertible into or exercisable for 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 (2) fair market value means the volume-weighted average
price of Class A common stock as reported 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.


 






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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 Class A common stock on account of such shares of Class A common stock (or other shares of
our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary
cash dividends, (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 (1) to modify the substance or timing of
our obligation to redeem 100% of our Class A common stock if we do not complete our initial business combination by December
4, 2022 or (2) 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 Class A common
stock in respect of such event.


 


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


 


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 initial stockholders or their respective affiliates, without taking into account
any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (y) the aggregate
gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the
funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions),
and (z) the volume-weighted average trading price of our Class A common stock during the ten-trading day period
starting on the trading day after the day on which we consummate our initial business combination, or the market value, is below
$9.20 per share, then 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 $18.00 per share redemption trigger price described above under “— Redemption
of Warrants When the Price Per Share of Class A Common Stock Equals or Exceeds $18.00” will be adjusted (to the
nearest cent) to be equal to 180% of the higher of the market value and the newly issued price, and the $10.00 per share redemption
trigger price will be adjusted (to the nearest cent) to be equal to the higher of the market value and the newly issued price.


 






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In case of any reclassification
or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects
the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another
corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another
corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with
which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and
upon the terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately
theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock
or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation,
or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder
had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise a right of election
as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount
of securities, cash or other assets for which each warrant will become exercisable will be deemed to be the weighted average of
the kind and amount received per share by such holders in such consolidation or merger that affirmatively make such election,
and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a tender, exchange or
redemption offer made by the company in connection with redemption rights held by stockholders of the company as provided for
in the company’s amended and restated certificate of incorporation or as a result of the redemption of shares of Class A
common stock by the company if a proposed initial business combination is presented to the stockholders of the company for approval)
under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any
group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any
affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any
such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under
the Exchange Act) more than 50% of the 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 Class A common stock held by such holder had been purchased pursuant to such tender or exchange
offer, subject to adjustments (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 common equity 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 per share consideration minus Black-Scholes Warrant Value (as defined in
the warrant agreement) of the warrant.


 


The warrants were 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 50% of the then-outstanding public
warrants to make any change that adversely affects the interests of the registered holders of public warrants.


 


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


  


 


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