EXHIBIT
4.5


 


DESCRIPTION
OF SECURITIES


 


The
following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), as of December 31, 2020, and provisions of our amended and restated certificate of
incorporation and bylaws. The summary is subject to and qualified in its entirely by reference to the amended and restated certificate
of incorporation and bylaws, each of which is filed as an exhibit to the Annual Report on Form 10-K. 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 amended and restated certificate of incorporation, our authorized capital stock consists of 250,000,000 shares of Class
A common stock, $0.0001 par value per share, 20,000,000 shares of Class B common stock, $0.0001 par value per share, and 1,000,000
shares of undesignated preferred stock, $0.0001 par value per share. The following description summarizes certain terms of our
capital stock as set out more particularly in our amended and restated certificate of incorporation. Because it is only a summary,
it may not contain all the information that is important to you.


 


Units


 


Each
unit consists of one whole share of Class A common stock and one-half 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 adjustment as discussed below. Pursuant
to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of shares of Class A common stock.
This means that only a whole warrant may be exercised at any given time by a warrantholder.


 


Our
units are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “DCRBU.” On December 11, 2020,
we announced that holders of our units may elect to separately trade the shares of Class A common stock and warrants included
in the units. The shares of Class A common stock and warrants that are separated trade on Nasdaq under the symbols “DCRB”
and “DCRBW,” respectively. Those units not separated continue to trade on Nasdaq under the symbol “DCRBU.”
No fractional warrants will be issued upon separation of the units, and only whole warrants will trade.


 


Additionally,
any units that are not separated prior to the completion of our initial business combination will automatically separate into
their component parts and will not be traded after completion of our initial business combination.


 


Common
Stock


 


As
of March 1, 2021, 22,572,502 shares of our Class A common stock (the “public shares”) and 5,643,125 shares of our
Class B common stock (the “founder shares”) were outstanding.


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of
our Class B common stock will have the right to elect all of our directors prior to our initial business combination. On any other
matter submitted to a vote of our stockholders, holders of the Class A common stock and holders of the Class B common stock will
vote together as a single class, except as required by law or stock exchange rule. Unless specified in our amended and restated
certificate of incorporation or bylaws, 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 generally serves 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. Pursuant to the terms of our amended and restated certificate of incorporation, holders
of our Class B common stock have the exclusive right to elect, remove and replace any director prior to the consummation of our
initial business combination. This provision may only be amended if approved by holders of a majority of at least 90% of our common
stock entitled to vote thereon.


 






     


     


    

 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 250,000,000 shares of Class A common stock,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to
increase the number of shares of Class A common stock which we are authorized to issue at the same time as our stockholders vote
on the business combination to the extent we seek stockholder approval in connection with our 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
Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our
first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an
annual meeting of stockholders for the purposes of electing directors in accordance with our 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 consummation 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 consummation of our
initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery
in accordance with Section 211(c) of the DGCL.


 


We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account calculated as of two business days prior to the consummation of our initial business combination including interest
earned on the funds held in the trust account and not previously released to us to pay our franchise and income taxes, divided
by the number of then outstanding public shares, subject to the limitations described herein. The per-share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting discounts and commissions that
we will pay to the underwriters of our initial public offering. Our sponsor, officers and directors and WRG DCRB Investors, LLC,
an affiliate of our chief executive officer (“WRG”), have entered into a letter agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection
with the completion of our business combination. 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 will 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, 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 outstanding shares of common stock voted are voted in favor of the business combination. A quorum for
such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company representing
a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting. For
purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on
the approval of our business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than
10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve
our business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make
it more likely that we will consummate our initial business combination.


 






    2


     


    

 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its shares with respect to more than
an aggregate of 20% of the public shares, 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 business combination. Our stockholders’
inability to redeem the Excess Shares will reduce their influence over our ability to complete our business combination, and such
stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally,
such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the business combination.


 


If
we seek stockholder approval in connection with our business combination, our initial stockholders have agreed to vote their founder
shares and any public shares purchased during or after our initial public offering in favor of our initial business combination.
Additionally, each public stockholder may elect to redeem its public shares irrespective of whether it votes for or against the
proposed transaction (subject to the limitation described in the preceding paragraph).


 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our business combination within 24 months
from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not 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 franchise and income taxes
(less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), 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 liquidating 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 each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Our sponsor, officers and directors and WRG have entered into a letter agreement with us, pursuant to which they have agreed
to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we
fail to complete our business combination within 24 months from the closing of our initial public offering. However, if our sponsor,
officers, directors or WRG acquire public shares in or after our initial public offering, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to complete our 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 stock, 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 equal to their pro rata share of the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our franchise and income taxes, upon the completion of our initial business combination, subject to the limitations described
herein.


 






    3


     


    

 


Founder
Shares


 


The
founder shares are identical to the shares of Class A common stock included in the units sold in our initial public offering,
and holders of founder shares have the same stockholder rights as public stockholders, except that (i) only holders of the founder
shares have the right to vote on the election of directors prior to our initial business combination, (ii) the founder shares
are subject to certain transfer restrictions, as described in more detail below, (iii) our sponsor, officers and directors and
WRG have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with
respect to any founder shares and any public shares held by them in connection with the completion of our business combination,
(B) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation that would affect the substance or timing
of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months
from the closing of our initial public offering and (C) to waive their rights to liquidating distributions from the trust account
with respect to any founder shares held by them if we fail to complete our business combination within 24 months from the closing
of our initial public offering, although they will be entitled to liquidating distributions from the trust account with respect
to any public shares they hold if we fail to complete our business combination within such time period, (iv) the founder shares
are shares of our Class B common stock that will automatically convert into shares of our Class A common stock at the time of
our initial business combination on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described
herein and (v) the founder shares are subject to registration rights. If we submit our business combination to our public stockholders
for a vote, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted
are voted in favor of the initial business combination. Our initial stockholders have agreed to vote any founder shares held by
them and any public shares purchased during or after our initial public offering in favor of our initial business combination.


 


The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business
combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock,
or equity-linked securities, are issued or deemed issued in excess of the amounts sold in our initial public offering and related
to the closing of the business combination, including pursuant to a specified future issuance, the ratio at which shares of Class
B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding
shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including
a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class
B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common
stock outstanding upon completion of our initial public offering plus all shares of Class A common stock and equity-linked securities
issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued,
or to be issued, to any seller in the business combination). Holders of founder shares may also elect to convert their shares
of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any
time.


 


With
certain limited exceptions, founder shares are not transferrable, assignable or salable (except to our officers and directors
and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until
the earlier of (i) one year after the completion of our initial public offering or (ii) subsequent to our initial business combination,
(A) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, or (B) the date on which we complete a liquidation, merger, capital
stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange
their shares of common stock for cash, securities or other property.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences
and 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 preferred stock with
voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could
have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could
have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have
no preferred stock 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.


 






    4


     


    

 


Warrants


 


Public
Warrants


 


As
of [●], 2021, 11,286,251 warrants underlying the units were outstanding.


 


Each
whole warrant entitles the registered holder to purchase one whole 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 12 months from the closing of our initial
public offering or 30 days after the completion of our initial business combination, provided in each case that we have an effective
registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares of
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 warrantholder may exercise its warrants only for a whole number of shares of Class
A common stock. This means that only a whole warrant may be exercised at any given time by a warrantholder. No fractional warrants
will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the
completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We
will not be obligated to deliver any 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 shares of 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
shares 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 15 business days, after the closing of our initial business
combination, we will use our best efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the shares of Class A common stock issuable upon exercise of the warrants. We will use our best efforts to cause the same
to become effective 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. Notwithstanding the above, 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, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to
the extent an exemption is not available.


 


Redemption
of Warrants for Cash 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 (except as described below 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 (the “30-day redemption
                                         period”) to each warrantholder; and



 






    5


     


    

 


		●	if,
                                         and only if, the reported last 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) for any 20 trading days within a 30-trading day period ending three business
                                         days before we send the notice of redemption to the warrantholders.



 


We
will not redeem the warrants for cash unless a registration statement under the Securities Act covering the shares of Class A
Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A
Common Stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless”
basis and would require the exercising warrantholder to pay the exercise price for each warrant being exercised. If and when the
warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws.


 


We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice
of redemption of the warrants, each warrantholder 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 (for whole shares) warrant
exercise price after the redemption notice is issued.


 


Redemption
of Warrants When the Price Per share of Class A Common Stock Equals or Exceeds $10.00


 


Once
the warrants become exercisable, we may call the warrants for redemption (except as described below with respect to the private
placement warrants):


 


		●	in
                                         whole and not in part;



 


		●	at
                                         a price of $0.01 per warrant, provided that holders will be able to exercise their warrants
                                         prior to redemption and receive that number of shares of Class A Common Stock 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);



 


		●	Upon
                                         a minimum of 30 days’ prior written notice;



 


		●	if,
                                         and only if, the last sale price of our Class A common stock equals or exceeds $10.00
                                         per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
                                         and the like) on the trading prior to the date on which we send the notice of redemption
                                         to the warrantholders; and



 


		●	if
                                         the last sale price of our Class A common stock on the day prior to the date on which
                                         we send the notice of redemption to the warrantholders 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 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. The numbers in the table below represent the number of shares of Class A common stock that a warrantholder
will receive upon a cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the
“fair market value” of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise
their warrants and such warrants are not redeemed for $0.10 per warrant), 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.


 



    6


     


    

 








	Redemption Date	 	Fair Market
    Value of Class A Common Stock	 
	(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
“fair market value” of our Class A common stock shall mean the average reported last sale price of our Class A
common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of
warrants. We will provide our warrantholders with the final fair market value no later than one business day after the ten-trading day
period described above ends.


 


The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is
between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A
common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number
of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based
on a 365-day year. For example, if the average reported last sale price of our Class A common stock for 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 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 average reported
last sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to 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 whole warrant (subject to adjustment).
Finally, as reflected in the table above, if the warrants are “out of the money” (i.e. the trading price of our Class A
common stock is below the exercise price of the warrants) 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.


 






    7


     


    

 


This
redemption feature differs from the typical warrant redemption features used in some other blank check offerings, which typically
only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the
Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow
for all of the outstanding warrants to be redeemed when the 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 the warrants with an additional liquidity feature, which provides us with
the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold. 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 the “redemption price” as determined pursuant to the above table. We have calculated the
“redemption prices” as set forth in the table above to reflect a Black-Scholes option pricing model with a fixed
volatility input as of October 21, 2020. This redemption right provides us 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 effectively be required to pay the redemption price to warrantholders if we
choose to exercise this redemption right, 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 warrantholders.


 


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 warrantholders with the opportunity to exercise their warrants on a cashless basis for the applicable number of
shares of Class A common stock. 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 warrantholders receiving fewer shares of Class A common
stock than they would have received if they had chosen to wait to exercise their warrants for shares of Class A common stock
if and when such shares of Class A common stock were trading at a price higher than the exercise price of $11.50. No fractional
shares of Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional
interest in a share, we will round down to the nearest whole number of the number of shares of Class A common stock to be
issued to the holder.


 


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 


 


The
stock prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares
issuable upon exercise of a warrant is adjusted pursuant to the following three paragraphs. The adjusted stock prices in the column
headings shall 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 above 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 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 (i) 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 (ii) one (1) 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 (i) 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 (ii) fair market value means the volume weighted average price of Class A common stock as reported
during the ten (10) 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.


 






    8


     


    

 


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 approve an amendment to our amended and restated certificate of incorporation (i) to
modify the substance or timing of our obligation to redeem 100% of our Class A common stock if we do not complete an initial
business combination within the time period set forth in the amended and restated certificate of incorporation or (ii) with respect
to any other provision relating to the rights of holders of our Class A common stock 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
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. 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 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.


 






    9


     


    

 


The
warrants have been issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and us. You should review a copy of the warrant agreement, which is filed as an exhibit to the Annual Report
on Form 10-K, for a complete description of the terms and conditions applicable to the warrants. 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. If an amendment adversely affects the private
placement warrants in a different manner than the public warrants or vice versa, then approval of holders of at least 65% of the
then-outstanding public warrants and 65% of the then-outstanding private placement warrants, voting as separate classes,
is required.


 


In
addition, if we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a newly issued price of less than $9.20 per share of common stock (with
such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such
issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates,
as applicable, prior to such issuance), the exercise price of the warrants will be adjusted (to the nearest cent) to be equal
to 115% of the newly issued price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest
cent) to be equal to 180% of the newly issued price, and the $10.00 per share redemption trigger price described above will be
adjusted (to the nearest cent) to be equal to the newly issued price.


 


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


 


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 of shares of Class A
common stock to be issued to the warrantholder.


 


Private
Placement Warrants


 


As
of March 1, 2021, 6,514,500 private placement warrants were outstanding.


 


The
private placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants)
are not transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among
other limited exceptions, to our officers and directors and other persons or entities affiliated with our sponsor), and they will
not be redeemable by us (except as described above under “— Redemption of Warrants When the Price Per Share of
Class A Common Stock Equals or Exceeds $10.00”) so long as they are held by the initial purchasers of the private placement
warrants or their permitted transferees. The initial purchasers, or their permitted transferees, have the option to exercise the
private placement warrants on a cashless basis. Otherwise, the private placement warrants have terms and provisions that are identical
to those of the warrants sold as part of the units in our initial public offering, including as to exercise price, exercisability
and exercise period. If the private placement warrants are held by holders other than the initial purchasers or their permitted
transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders
on the same basis as the warrants included in the units sold in our initial public offering.


 


If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the warrants, multiplied by the difference between the
exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The
“fair market value” shall mean the average reported last sale price of the Class A common stock for the 10 trading
days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The
reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the initial
purchasers or 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 prohibit 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 sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders
could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on
a cashless basis is appropriate.


 






    10


     


    

 


In
order to 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, but are not obligated to, loan us funds as may be required. If we complete
our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us.
In the event that our initial business combination does not close, we may use a portion of the working capital held outside the
trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts.
Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per
warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise
price, exercisability and exercise period.


 


The
initial purchasers of the private placement warrants have agreed not to transfer, assign or sell any of the private placement
warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the date that is 30 days
after the date we complete our initial business combination (except, among other limited exceptions, to our officers and directors
and other persons or entities affiliated with our sponsor).


 


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 conditions 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. Our board
of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further,
if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection
therewith.


 


Our
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to our initial public
offering that will apply to us until the completion of our initial business combination. These provisions (other than amendments
relating to the appointment of directors, which require the approval of a majority of at least 90% of our common stock voting
at a stockholder meeting) cannot be amended without the approval of the holders of at least 65% of our common stock. Our initial
stockholders, who collectively beneficially own 20% of our common stock, will participate in any vote to amend our amended and
restated certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended
and restated certificate of incorporation provides, among other things, that:


 


		●	If
                                         we are unable to complete our initial business combination within 24 months from the
                                         closing of our initial public offering, we will (i) cease all operations except for the
                                         purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
                                         business days thereafter subject to lawfully available funds therefor, redeem 100% of
                                         the public shares, at a per-share price, payable in cash, equal to the aggregate amount
                                         then on deposit in the trust account including interest earned on the funds held in the
                                         trust account and not previously released to us to pay our franchise and income taxes
                                         (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable),
                                         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 liquidating 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 each case to our obligations under Delaware law to provide for claims of creditors
                                         and the requirements of other applicable law;



 






    11


     


    

 


		●	Prior
                                         to our initial business combination, we may not issue additional shares of capital stock
                                         that would entitle the holders thereof to (i) receive funds from the trust account or
                                         (ii) vote on any initial business combination;



 


		●	Although
                                         we do not intend to enter into a business combination with a target business that is
                                         affiliated with our sponsor, our directors or our officers, we are not prohibited from
                                         doing so. 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 that is
                                         a member of FINRA or 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 under 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;



 


		●	Our
                                         initial business combination must occur with one or more target businesses that together
                                         have a fair market value of at least 80% of the net assets held in the trust account
                                         (excluding the deferred underwriting commissions 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 amended and restated certificate of incorporation
                                         to (i) modify the substance or timing of our obligation to redeem 100% of our public
                                         shares if we have not complete an initial business combination within 24 months from
                                         the closing of our initial public offering or (ii) with respect to any other provision
                                         relating to the rights of holders of Class A common stock or pre-initial business combination
                                         activity, we will provide our public stockholders with the opportunity to redeem all
                                         or a portion of their shares of 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 franchise and income taxes, divided by the number of then outstanding
                                         public shares; and



 


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



 


In
addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001 or any greater net tangible asset or cash
requirement which may be contained in the agreement relating to our initial business combination.


 


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


 


We
have opted out of Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
providing that we may not engage in certain “business combinations” with any “interested stockholder”
for a three-year period following the time that the stockholder became an interested stockholder, unless:


 


		●	prior
                                         to such time, our board of directors approved either the business combination or the
                                         transaction which resulted in the stockholder becoming an interested stockholder;



 






    12


     


    

 


		●	upon
                                         consummation of the transaction that resulted in the stockholder becoming an interested
                                         stockholder, the interested stockholder owned at least 85% of our voting stock outstanding
                                         at the time the transaction commenced, excluding certain shares; or



 


		●	at
                                         or subsequent to that time, the business combination is approved by our board of directors
                                         and by the affirmative vote of holders of at least 66-2/3% of the outstanding voting
                                         stock that is not owned by the interested stockholder.



 


Generally,
a “business combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial
benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who,
together with that person’s affiliates and associates, owns, or within the previous three years owned, 20% or more of our
voting stock.


 


Under
certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder”
to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested
in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would
be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder
becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors
and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.


 


Our
amended and restated certificate of incorporation provides that our sponsor and its respective affiliates, any of their respective
direct or indirect transferees of at least 20% of our outstanding common stock and any group as to which such persons are party
to, do not constitute “interested stockholders” for purposes of this provision.


 


Our
amended and restated 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 are available for future issuances without stockholder approval (including
a specified future issuance) and could be utilized for a variety of corporate purposes, including future offerings to raise additional
capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred
stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer,
merger or otherwise.


 


Exclusive
Forum For Certain Lawsuits


 


Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought
only in the Court of Chancery in the State of Delaware (or, if such court does not have subject matter jurisdiction thereof, any
other court located in the State of Delaware with subject matter jurisdiction) and, if brought outside of Delaware, the stockholder
bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe
this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which
it applies, the provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable
for disputes with us and our directors, officers or other employees and may have the effect of discouraging lawsuits against our
directors and officers.


 


Special
Meeting of Stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our
Chief Executive Officer or by our Chairman.


 






    13


     


    

 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates
for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be
timely, a stockholder’s notice will need to be 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 close of business on the 120th day
prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 under the Exchange
Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws
also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our
stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual
meeting of stockholders. Our bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations
for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules
and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a
solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control
of us.


 


Action
by Written Consent


 


Any
action required or permitted to be taken by our 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 amended and restated certificate of incorporation and bylaws provide 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


 


Notwithstanding
any other provision in our amended and restated certificate of incorporation, prior to the closing of our initial business combination,
the holders of shares of our Class B common stock have the exclusive right to elect, remove and replace any director, and the
holders of shares of our Class A common stock have no right to vote on the election, removal or replacement of any director. This
provision of our amended and restated certificate of incorporation may only be amended by a resolution passed by a majority of
holders of at least 90% of the outstanding common stock entitled to vote thereon.


 


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 shares of 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 and upon conversion of the founder shares) will be entitled to registration rights
pursuant to a registration rights agreement, dated October 19, 2020, requiring us to register such securities for resale (in the
case of the founder shares, only after conversion to our Class A common stock). The holders of at least $25 million in value of
these securities are entitled to demand that we file a registration statement covering such securities and to require us to effect
up to an aggregate of three underwritten offerings of 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.


 



    14