Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


We
are authorized to issue 50,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par
value $0.0001. 13,575,000 shares of common stock are currently outstanding. No shares of preferred stock are currently outstanding.
The following description summarizes the material terms of our securities. Because this description is only a summary, it may not contain
all the information that is important to you. For a complete description you should refer to our amended and restated certificate of
incorporation, bylaws and warrant agreement, which are filed as exhibits (including by incorporation) to the Current Report on Form 8-K
we filed with the SEC on August 30, 2021 (the “8-K”) and the Registration Statement on Form S-1 (SEC File Nos. 333-258063)
we filed with the SEC on August 19, 2021 (the “Registration Statement”), and to the applicable provisions of Delaware law.


 


Units


 


Each
unit consists of one share of common stock and one-half of one warrant. Each whole warrant entitles the holder to purchase one share
of common stock exercisable at $11.50 per share, subject to adjustment as described in this prospectus.


 


Common
Stock


 


Our
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Any action required to be taken at any annual or special meeting of stockholders,
or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted, and shall be delivered to us by delivery to our registered office in the
State of Delaware, our principal place of business, or one of our officers or agents having custody of the book in which proceedings
of meetings of stockholders are recorded. Delivery made to our registered office shall be by hand or by certified or registered mail,
return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


 


In
connection with any vote held to approve our initial business combination, our Sponsor, as well as all of our officers and directors,
have agreed to vote their respective shares of common stock owned by them immediately prior to this offering and any shares purchased
in this offering or following this offering in the open market in favor of the proposed business combination.


 


We
will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior
to or upon consummation of such business combination and, solely if a vote is held to approve a business combination, a majority of the
outstanding shares of common stock voted are voted in favor of the business combination.


 


Our
board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of
directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the
holders of more than 50% of the shares eligible to vote for the election of directors can elect all of the directors.


 


Pursuant
to our amended and restated certificate of incorporation, if we do not consummate an initial business combination by 12 months from
the closing of this offering (or 18 months from the closing of this offering if the 12-month date is extended as described
herein), our corporate existence will cease except for the purposes of winding up our affairs and liquidating. If we are forced to liquidate
prior to an initial business combination, our public stockholders are entitled to share ratably in the trust account, based on the amount
then held in the trust account.


 


Our
sponsor, officers and directors have agreed to waive their rights to participate in any liquidation distribution from the trust account
occurring upon our failure to consummate an initial business combination with respect to the founder’s common stock and private
shares. Our sponsor, officers and directors will therefore not participate in any liquidation distribution from the trust account with
respect to such shares. They will, however, participate in any liquidation distribution from the trust account with respect to any shares
of common stock acquired in, or following, this offering.


 






     


     


    

 


Our
stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable
to the shares of common stock, except that public stockholders have the right to sell their shares to us in a tender offer or have their
shares of common stock converted to cash equal to their pro rata share of the trust account in connection with the consummation of our
business combination. Public stockholders who sell or convert their stock into their share of the trust account still have the right
to exercise the warrants that they received as part of the units.


 


Preferred
Stock


 


There
are no shares of preferred stock outstanding. Our amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares
of preferred stock with such designation, rights and preferences as may be determined from time to time by our board of directors. Accordingly,
our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting
or other rights which could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting
agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds
of the trust account, or which votes as a class with the common stock on a business combination. We may issue some or all of the preferred
stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing
a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will
not do so in the future.


 


Warrants


 


10,502,500
warrants are currently outstanding. Each whole warrant entitles the holder thereof to purchase one share of common stock at a price of
$11.50 per share, subject to adjustment as described in this prospectus, at any time commencing 30 days after the completion of
an initial business combination. However, no public warrants will be exercisable for cash unless we have an effective and current registration
statement covering the issuance of the shares of common stock issuable upon exercise of the warrants and a current prospectus relating
to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the issuance of the shares of common
stock issuable upon exercise of the public warrants is not effective within 90 days from the closing of our initial business combination,
warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed
to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration
under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on
a cashless basis. The warrants will expire five years from the closing of our initial business combination at 5:00 p.m., New York
City time or earlier redemption.


 


The
private warrants are identical to the public warrants underlying the units sold in our initial public offering except that such private
warrants will be exercisable for cash (even if a registration statement covering the issuance of the shares of common stock issuable
upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option, and will not be redeemable by
us, in each case so long as they are still held by the initial purchasers or their affiliates.


 


If
(x) 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 (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 affiliates, without taking into account any founders’ 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 Market Value is below $9.20 per share, the exercise price of the warrants will be
adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share
redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value
and the Newly Issued Price.


 






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We
may call the warrants for redemption (excluding the private warrants), in whole and not in part, at a price of $0.01 per warrant:


 


		●	at
any time while the warrants are exercisable,



 


		●	upon
not less than 30 days’ prior written notice of redemption to each warrant holder,



 


		●	if,
and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions,
share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the
warrants become exercisable and ending on the third trading business day prior to the notice of redemption to warrant holders, and



 


		●	if,
and only if, there is a current registration statement in effect with respect to the issuance of the shares of common stock underlying
such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter
until the date of redemption.



 


The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and
after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s
warrant upon surrender of such warrant.


 


The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium
to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise
price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.


 


If
we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise
warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants
for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of
common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value
by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price
of the shares of common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants. For example, if a holder held 150 warrants to purchase 150 shares and the fair market value
on the trading date prior to exercise was $15.00, that holder would receive 35 shares without the payment of any additional cash
consideration. Whether we will exercise our option to require all holders to exercise their warrants on a “cashless basis”
will depend on a variety of factors including the price of our shares of common stock at the time the warrants are called for redemption,
our cash needs at such time and concerns regarding dilutive share issuances.


 


The
warrants have been 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 written consent or vote, of the holders of a
majority of the then outstanding warrants (including the private warrants) in order to make any change that adversely affects the interests
of the registered holders.


 


The
exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances including
in the event of a share dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the
warrants will not be adjusted for issuances of shares of common stock at a price below their respective exercise prices.


 


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 shares of common stock and any voting
rights until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise
of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 






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Except
as described above, no public warrants will be exercisable and we will not be obligated to issue shares of common stock unless at the
time a holder seeks to exercise such warrant, a prospectus relating to the shares of common stock issuable upon exercise of the warrants
is current and the shares of common stock have been registered or qualified or deemed to be exempt under the securities laws of the state
of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to use our best efforts to meet
these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until
the expiration of the warrants. However, we cannot assure you that we will be able to do so and, if we do not maintain a current prospectus
relating to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and
we will not be required to settle any such warrant exercise. If the prospectus relating to the shares of common stock issuable upon the
exercise of the warrants is not current or if the shares of common stock is not qualified or exempt from qualification in the jurisdictions
in which the holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants
may have no value, the market for the warrants may be limited and the warrants may expire worthless.


 


Warrant
holders may elect to be subject to a restriction on the exercise of their warrants such that an electing warrant holder would not be
able to exercise their warrants to the extent that, after giving effect to such exercise, such holder would beneficially own in excess
of 9.8% of the shares of common stock outstanding.


 


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


 


Dividends


 


We
have not paid any cash dividends on our shares of common stock to date and do not intend to pay cash dividends prior to the completion
of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if
any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of
any dividends subsequent to our initial business combination will be within the discretion of our then board of directors. It is the
present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our
board does not anticipate declaring any dividends in the foreseeable future.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our shares of common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company.


 


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


 


Staggered
board of directors


 


Our
amended and restated certificate of incorporation provides that our board of directors is classified into three classes of directors
of approximately equal size. As a result, in most circumstances, a person can gain control of our board only by successfully engaging
in a proxy contest at two or more annual meetings.


 


Special
meeting of stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our president
or by our chairman or by our secretary at the request in writing of stockholders owning a majority of our issued and outstanding capital
stock entitled to vote.


 






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Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be delivered to our principal executive offices not later than the close of business on the 60th day
nor earlier than the close of business on the 90th day prior to the scheduled date of the annual meeting of stockholders.
In the event that less than 70 days’ notice or prior public disclosure of the date of the annual meeting of stockholders is
given, a stockholder’s notice shall be timely if delivered to our principal executive offices not later than the 10th day
following the day on which public announcement of the date of our annual meeting of stockholders is first made or sent by us. Our bylaws
also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders
from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Authorized
but unissued shares


 


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


 


Exclusive
Forum Selection


 


Our
amended and restated certificate of incorporation require, to the fullest extent permitted by law, that derivative actions brought in
our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only
in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware
determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party
does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which
is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery
does not have subject matter jurisdiction or (D) arising under the Securities Act. If an action is brought outside of Delaware,
the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although
we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits
to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may
have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived
our compliance with federal securities laws and the rules and regulations thereunder and therefore bring a claim in another appropriate
forum. Additionally, we cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a
court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable
or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could
harm our business, operating results and financial condition.


 


Our
amended and restated certificate of incorporation provides that the exclusive forum provision is applicable to the fullest extent permitted
by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not
apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have
exclusive jurisdiction.


 


Listing
of Securities


 


Our
units, shares of common stock and warrants are listed on the Nasdaq Capital Market under the symbols “REVEU,” “REVE,”
and “REVEW,” respectively.


 


 


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