Exhibit 4.5


 


AGRICO ACQUISITION CORP.


 


DESCRIPTION OF SECURITIES


 


The following summary of the
material terms of the securities of Agrico Acquisition Corp., a Cayman Islands exempted company (“we,” “us,” “our”
or the “Company”), is not intended to be a complete summary of the rights and preferences of such securities and is subject
to and qualified by reference to our amended and restated memorandum and articles of association and the warrant agreement, dated July
7, 2021, between the Company and Continental Stock Transfer & Trust Company (the “warrant agreement”), in each case incorporated
by reference as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Report”),
and applicable Delaware law, including the Delaware General Corporation Law, or DGCL. We urge you to read our amended and restated memorandum
and articles of association and the warrant agreement in their entirety for a complete description of the rights and preferences of our
securities.


 


We are authorized to issue 200,000,000 Class A
ordinary shares, par value $0.0001, 20,000,000 Class B ordinary shares, $0.0001 par value, and 1,000,000 undesignated preference
shares, $0.0001 par value.


 


Units


 


Each unit consists of one Class A ordinary
share and one-half (1/2) of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary
share at a price of $11.50 per share, subject to adjustment as provided herein. We will not issue fractional shares. As a result, you
must exercise public warrants in multiples of two warrants, at a price of $11.50 per whole share, subject to adjustment, to validly exercise
your warrants. Each warrant will become exercisable on the on the later of one year after the closing of our initial public offering or
30 days after the consummation of an initial business combination, and will expire five years after the completion of an initial
business combination, or earlier upon redemption.


 


Ordinary Shares


 


There are 18,112,500 of our ordinary shares issued
and outstanding, consisting of:


 


		●	14,375,000 Class A ordinary shares underlying the units
offered in our initial public offering;



 


		●	143,750 Class A ordinary shares, consisting of the representative
shares; and



 


		●	3,593,750 Class B ordinary shares held by our sponsor.



 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Holders of the Class A ordinary shares and holders of
the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of our shareholders, except as
required by law. Unless specified in our amended and restated memorandum and articles of association, or as required by applicable provisions
of Cayman Islands law or applicable stock exchange rules, the affirmative vote of a majority of our ordinary shares that are voted is
required to approve any such matter voted on by our shareholders. Our board of directors will serve for a term of one year, with elections
being held annually. There is no cumulative voting with respect to the appointment of directors, with the result that the holders of more
than 50% of the shares voted for the appointment of directors can elect all of the directors. Our shareholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


Because our amended and restated memorandum and
articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, if we were to enter into an initial
business combination, we may (depending on the terms of such an initial business combination) be required to increase the number of Class A
ordinary shares which we are authorized to issue at the same time as our shareholders vote on the initial business combination to the
extent we seek shareholder approval in connection with our initial business combination.


 






     


     


    

 


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 ordinary
shares owned by them immediately prior to our initial public offering and any shares purchased in our initial public offering or following
our initial public 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 immediately after such consummation and, solely if a vote is held to approve
a business combination, only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of a majority of the shareholders who attend and vote at a general meeting of the company.


 


Pursuant to our amended and restated memorandum
and articles of association, if we do not consummate an initial business combination by 12 months (or up to 21 months if we
extend the period of time to consummate a business combination by the full amount of time) from the closing of our initial public offering,
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 shareholders 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 shares 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
ordinary shares acquired in, or following, our initial public offering.


 


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


 


Founder Shares


 


The founder shares are identical to the Class A
ordinary shares included in the units sold in our initial public offering, and holders of founder shares have the same shareholder rights
as public shareholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail
below, (ii) our sponsor, officers and directors have entered into 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 initial business combination, (B) to waive their redemption rights with respect to their founder shares and public
shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association
(x) to modify the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business
combination within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the
full amount of time) from the closing of our initial public offering or (y) with respect to any other provision relating to shareholders’
rights or pre-initial business combination activity 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 initial business combination within 12 months
(or up to 21 months if we extend the period of time to consummate a business combination by the full amount of time) 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 initial business combination within such time period, (iii) the founder shares
are Class B ordinary shares that will automatically convert into Class A ordinary shares at the time of our initial business
combination, or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment as described
herein, and (iv) are entitled to registration rights. If we submit our initial business combination to our public shareholders for
a vote, our sponsor, officers and directors have agreed pursuant to the letter agreement to vote any founder shares held by them and any
public shares purchased during or after our initial public offering (including in open market and privately negotiated transactions) in
favor of our initial business combination.


 






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The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis (subject to adjustment
for share sub-divisions, share dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided
herein. No additional consideration will be paid by the sponsor in connection with the conversion of the Class B ordinary shares.
In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the
amounts offered in our initial public offering and related to the closing of the initial business combination, the ratio at which Class B
ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding
Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of
Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis,
20% of the sum of the total number of all ordinary shares outstanding upon completion of our initial public offering (not including the
representative shares) plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with
the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the
initial business combination, any private placement-equivalent securities issued to our sponsor or its affiliates upon conversion
of loans made to us). We cannot determine at this time whether a majority of the holders of our Class B ordinary shares at the time
of any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not limited
to) the following: (i) closing conditions which are part of the agreement for our initial business combination; (ii) negotiation
with Class A ordinary shareholders on structuring an initial business combination; or (iii) negotiation with parties providing
financing which would trigger the anti-dilution provisions of the Class B ordinary shares. If such adjustment is not waived,
the issuance would not reduce the percentage ownership of holders of our Class B ordinary shares, but would reduce the percentage
ownership of holders of our Class A ordinary shares. If such adjustment is waived, the issuance would reduce the percentage ownership
of holders of both classes of our ordinary shares. Holders of founder shares may also elect to convert their Class B ordinary shares
into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time. The term “equity-linked securities”
refers to any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares issued in a
financing transaction in connection with our initial business combination, including but not limited to a private placement of equity
or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon
the conversion or exercise of convertible securities, warrants or similar securities.


 


Our initial shareholders have, subjected to limited
exceptions, agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of (i) one year after the
date of the consummation of our initial business combination or (ii) the date on which we consummate a liquidation, merger, share
exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements
of our initial shareholders with respect to any founder shares. Notwithstanding the foregoing, if the closing price of our Class A
ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing 150 days after our initial business combination,
the founder shares will no longer be subject to such transfer restrictions.


 


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


 






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Representative Shares


 


The representative shares will not be transferable,
assignable or salable until after the completion of our initial business combination. Maxim has agreed to (i) waive its redemption
rights with respect to their representative shares in connection with the completion of our initial business combination, (ii) waive
its redemption rights with respect to their representative shares in connection with a shareholder vote to approve an amendment to our
amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100%
of our public shares if we do not complete our initial business combination within 12 months (or up to 21 months if we extend
the period of time to consummate a business combination by the full amount of time) from the closing of our initial public offering or
(B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity
and (iii) waive its rights to liquidating distributions from the trust account with respect to their representative shares if we
fail to complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to consummate
a business combination by the full amount of time) from the closing of our initial public offering. The shares have been deemed compensation
by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the date of the effectiveness
of the registration statement for our initial public offering pursuant to FINRA Rule 5110(e)(1). Pursuant to FINRA Rule 5110(e)(1),
these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative,
put or call transaction that would result in the economic disposition of the securities of any person for a period of 180 days immediately
following the effective date of the registration statement for initial public offering except to any underwriter and selected dealer participating
in the offering and their bona fide officers or partners, registered persons or affiliates. Otherwise, the representative shares are identical
to Class A ordinary shares underlying the units sold in our initial public offering.


 


Preference shares


 


Our amended and restated memorandum and articles
of association provides that preference shares may be issued from time to time in one or more series. Our board of directors is authorized
to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and
any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is able to,
without shareholder approval, issue preference shares with voting and other rights that could adversely affect the voting power and other
rights of the holders of the ordinary shares and could have anti-takeover effects. The ability of our board of directors to issue
preference shares without shareholder 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 preference shares outstanding at the date hereof. Although we do not currently intend to
issue any preference shares, we cannot assure you that we will not do so in the future.


 


Register of Members


 


Under Cayman Islands law, we must keep a register
of members and there will be entered therein:


 


		●	the names and addresses of the members, a statement of the
shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member and the voting rights
of shares of each member;



 


		●	whether voting rights are attached to the share in issue;



 


		●	the date on which the name of any person was entered on the
register as a member; and



 


		●	the date on which any person ceased to be a member.



 


Under Cayman Islands law, the register of members
of our company is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact
on the matters referred to above unless rebutted) and a member registered in the register of members will be deemed as a matter of Cayman
Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this public offering,
the register of members will be immediately updated to reflect the issue of shares by us. Once our register of members has been updated,
the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name. However,
there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the
register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of
members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal
position. If an application for an order for rectification of the register of members were made in respect of our ordinary shares, then
the validity of such shares may be subject to re-examination by a Cayman Islands court


 






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Redeemable Warrants


 


Public Shareholders’ Warrants


 


Each whole warrant entitles the holder thereof
to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of (i) 12 months from the closing of our initial public offering or (ii) 30 days after the completion of our initial
business combination. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York
City time, or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any Class A
ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A ordinary shares 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 Class A ordinary shares upon exercise of a warrant unless Class A
ordinary shares 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 Class A ordinary share underlying such unit.


 


It is our current intention to have an effective
and current registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus
relating to such Class A ordinary shares in effect promptly following consummation of an initial business combination. Notwithstanding
the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective within
90 days after the closing of our initial business combination, public warrant holders may, until such time as there is an effective
registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding
the above, if our Class A ordinary shares are 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, and in the event we do not so elect, we will use our best efforts to register or qualify the shares under
applicable blue sky laws to the extent an exemption is not available.


 


Once the warrants become exercisable, we may call
the warrants for redemption (excluding 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 warrant holder; and



 


		●	if, and only if, the reported last sale price of the Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share 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 warrant holders.



 


If the foregoing conditions are satisfied and
we issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However,
the price of our Class A ordinary shares may fall below the $18.00 trigger price, as well as the $11.50 warrant exercise price after
the redemption notice is issued.


 






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If and when the warrants become redeemable by
us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration
or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best
efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants
were offered by us in our initial public offering.


 


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


 


If we call the warrants for redemption as described
above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.”
In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider,
among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing
the maximum number of Class A ordinary shares issuable upon the exercise of our warrants. If our management takes advantage of this
option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares
equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares 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 ordinary shares
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. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate
the number of Class A ordinary shares to be received upon exercise of the warrants, including the “fair market value”
in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive
effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of
the warrants after our initial business combination. If we call our warrants for redemption and our management does not take advantage
of this option, our sponsor and its permitted transferees would still be entitled to exercise their private placement warrants for cash
or on a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant
holders been required to exercise their warrants on a cashless basis, as described in more detail below.


 


A holder of a warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.9% (or such other amount as a holder may specify) of the Class A ordinary
shares outstanding immediately after giving effect to such exercise.


 


If the number of outstanding Class A ordinary
shares is increased by a share dividend payable in ordinary shares, or by a split-up of ordinary shares or other similar event, then,
on the effective date of such share dividend, split-up or similar event, the number of Class A ordinary shares issuable on exercise
of each warrant will be increased in proportion to such increase in the outstanding Class A ordinary shares. A rights offering to
holders of Class A ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market
value will be deemed a share dividend of a number of Class A ordinary shares equal to the product of (i) the number of Class A
ordinary shares 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 ordinary shares) and (ii) one (1) minus the quotient of (x) the price
per ordinary share 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 ordinary shares, in determining the price payable for Class A
ordinary shares, 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 ordinary shares as
reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares
trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 






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In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A
ordinary shares on account of such Class A ordinary shares (or other shares into which the warrants are convertible), other than
(a) as described above, (b) certain Class A ordinary cash dividends, (c) to satisfy the redemption rights of the holders
of Class A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights
of the holders of Class A ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and
articles of association (i) to modify the substance or timing of our obligation to redeem 100% of our Class A ordinary shares if
we do not complete our initial business combination within 12 months (or up to 21 months if we extend the period of time to
consummate a business combination by the full amount of time) from the closing of this or (ii) with respect to any other provision
relating to shareholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption
of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased,
effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or
other assets paid on each ordinary share in respect of such event.


 


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


 


Whenever the number of Class A ordinary shares
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 ordinary
shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator of which will
be the number of Class A ordinary shares so purchasable immediately thereafter.


 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class A
ordinary shares), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or
merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding
Class A ordinary shares), 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
Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the
kind and amount of share capital, shares 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 ordinary shares in such a transaction is payable in the form of ordinary shares in the successor entity that is listed
for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading
or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days
following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based
on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is
to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants
pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine
and realize the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option value
portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholes model
is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.


 






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The warrants were issued in registered form under
the warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy
of the warrant agreement 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 65% of the then outstanding public warrants to make any change that adversely affects
the interests of the registered holders of public warrants.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of Class A ordinary shares and any voting rights until they exercise their warrants
and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the warrants, each holder
will be entitled to one (1) vote for each share held of record on all matters to be voted on by shareholders.


 


In addition, if (x) we issue additional Class A
ordinary shares 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 ordinary 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 sponsor or its affiliates, without taking into account any
founder shares held by our sponsor 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 above will be adjusted (to the
nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


Private Placement Warrants


 


The private placement warrants (including the
Class A ordinary shares issuable upon exercise of the private placement warrants) will not be transferable, assignable or saleable
until3 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 or the underwriter). Except as described below, 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.


 


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. Up to $1,500,000 of such working capital loans may be convertible into private
placement-equivalent warrants at a price of $1.00 per warrant (which, for example, would result in the holders being issued 1,500,000
warrants if $1,500,000 of notes were so converted), 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 terms of such working capital loans by our sponsor or
its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.


 


In addition, holders of our private placement
warrants are entitled to certain registration rights.


 


Our sponsor has agreed not to transfer, assign
or sell any of the private placement warrants (including the Class A ordinary shares issuable upon exercise of any of the private
placement warrants) until the date that 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.


 






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Dividends


 


We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends
in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent
to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion
of our Board of Directors at such time. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our securities and the
warrant agent for our warrants is Continental Stock Transfer & Trust Company, 1 State Street, New York, New York 10004.


 


Listing of our Securities


 


We have listed our units, Class A ordinary shares
and warrants on Nasdaq under the symbols “RICOU,” “RICO” and “RICOW” respectively. The units will
automatically separate into their component parts and will not be traded following the completion of our initial business combination..


 


Certain Differences in Corporate Law


 


Cayman Islands companies are governed by the Companies
Act. The Companies Act is modelled on English Law but does not follow recent English Law statutory enactments, and differs from laws applicable
to United States corporations and their shareholders. Set forth below is a summary of the material differences between the provisions
of the Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.


 


Mergers and Similar Arrangements. In
certain circumstances, the Companies Act allows for mergers or consolidations between two Cayman Islands companies, or between a Cayman
Islands exempted company and a company incorporated in another jurisdiction (provided that is facilitated by the laws of that other jurisdiction).


 


Where the merger or consolidation is between two
Cayman Islands companies, the directors of each company must approve a written plan of merger or consolidation containing certain prescribed
information. That plan or merger or consolidation must then be authorized by either (a) a special resolution (usually a majority
of two thirds in value who attend and vote at a general meeting) of the shareholders of each company; or (b) such other authorization,
if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger
between a parent company (i.e., a company that owns at least 90% of the issued shares of each class in a subsidiary company) and its subsidiary
company. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court
waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes
certain other formalities) have been complied with, the Registrar of Companies will register the plan of merger or consolidation.


 


Where the merger or consolidation involves a foreign
company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company
are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out
below have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign
company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of
those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed
and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (iii) that
no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign
company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has
been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended
or restricted.


 






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Where the surviving company is the Cayman Islands
exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that,
having made due enquiry, they are of the opinion that the requirements set out below have been met: (i) that the foreign company
is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors
of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving
or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted
by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction
of the foreign company with respect to the transfer have been or will be complied with; (iii) that the foreign company will, upon
the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction;
and (iv) that there is no other reason why it would be against the public interest to permit the merger or consolidation.


 


Where the above procedures are adopted, the Companies
Act provides certain limited appraisal rights for dissenting shareholders to be paid a payment of the fair value of his shares upon their
dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows (a) the
shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or
consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is
authorized by the vote; (b) within 20 days following the date on which the merger or consolidation is approved by the shareholders,
the constituent company must give written notice to each shareholder who made a written objection; (c) a shareholder must within
20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention
to dissent including, among other details, a demand for payment of the fair value of his shares; (d) within seven days following
the date of the expiration of the period set out in paragraph (b) above or seven days following the date on which the plan of merger
or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a
written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the
company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the
shareholder such amount; (e) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days
following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the
Cayman Islands Grand Court to determine the fair value and such petition must be accompanied by a list of the names and addresses of the
dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing
of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to
be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed
by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting
shareholder are not be available in certain circumstances, for example, to dissenters holding shares of any class in respect of which
an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration
for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated
company.


 


Moreover, Cayman Islands law also has separate
statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, schemes of arrangement
will generally be more suited for complex mergers or other transactions involving widely held companies, commonly referred to in the Cayman
Islands as a “scheme of arrangement” which may be tantamount to a merger. In the event that a merger was sought pursuant to
a scheme of arrangement (the procedure of which are more rigorous and take longer to complete than the procedures typically required to
consummate a merger in the United States), the arrangement in question must be approved by a majority in number of each class of
shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each
such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at an annual general
meeting, or extraordinary general meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement
must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court
the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that:


 


		●	we are not proposing to act illegally or beyond the scope
of our corporate authority and the statutory provisions as to majority vote have been complied with;



 


		●	the shareholders have been fairly represented at the general
meeting in question;



 


		●	the arrangement is such as a businessman would reasonably
approve; and



 


		●	the arrangement is not one that would more properly be sanctioned
under some other provision of the Companies Act or that would amount to a “fraud on the minority.”



 






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If a scheme of arrangement or takeover offer (as
described below) is approved, any dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily
be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially
determined value of the shares.


 


Squeeze-out Provisions. When
a takeover offer is made and accepted by holders of 90% of the shares to whom the offer relates is made within four months, the offeror
may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An
objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed unless there is evidence of fraud, bad
faith, collusion or inequitable treatment of the shareholders.


 


Further, transactions similar to a merger, reconstruction
and/or an amalgamation may in some circumstances be achieved through other means to these statutory provisions, such as a share capital
exchange, asset acquisition or control, through contractual arrangements, of an operating business.


 


Shareholders’ Suits. Maples
and Calder (Cayman) LLP, our Cayman Islands legal counsel, is not aware of any reported class action having been brought in a Cayman
Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability
for such actions. In most cases, we will be the proper plaintiff in any claim based on a breach of duty owed to us, and a claim against
(for example) our officers or directors usually may not be brought by a shareholder. However, based both on Cayman Islands authorities
and on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands,
exceptions to the foregoing principle apply in circumstances in which:


 


		●	a company is acting, or proposing to act, illegally or beyond
the scope of its authority;



 


		●	the act complained of, although not beyond the scope of the
authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or



 


		●	those who control the company are perpetrating a “fraud
on the minority.”



 


A shareholder may have a direct right of action
against us where the individual rights of that shareholder have been infringed or are about to be infringed.


 


Enforcement of Civil Liabilities. The
Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors.
Additionally, Cayman Islands companies may not have standing to sue before the Federal courts of the United States.


 


We have been advised by Maples and Calder (Cayman)
LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us
judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States
or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil
liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those
provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments
obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign
court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes
upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign
judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in
respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds
of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of
the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may
stay enforcement proceedings if concurrent proceedings are being brought elsewhere.


 






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Special Considerations for Exempted Companies. We
are an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies
and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands
may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary
company except for the exemptions and privileges listed below:


 


		●	an exempted company does not have to file an annual return
of its shareholders with the Registrar of Companies;



 


		●	an exempted company’s register of members is not open
to inspection;



 


		●	an exempted company does not have to hold an annual general
meeting;



 


		●	an exempted company may issue shares with no par value;



 


		●	an exempted company may obtain an undertaking against the
imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);



 


		●	an exempted company may register by way of continuation in
another jurisdiction and be deregistered in the Cayman Islands;



 


		●	an exempted company may register as a limited duration company;
and



 


		●	an exempted company may register as a segregated portfolio
company.



 


“Limited liability” means that the
liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances,
such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which
a court may be prepared to pierce or lift the corporate veil).


 


Our Amended and Restated Memorandum and Articles
of Association


 


Our amended and restated memorandum and articles
of association contain certain requirements and restrictions relating to our initial public offering that will apply to us until the completion
of our initial business combination. These provisions cannot be amended without a special resolution. As a matter of Cayman Islands law,
a resolution is deemed to be a special resolution where it has been approved by either (i) at least two-thirds (or any higher
threshold specified in a company’s articles of association) of a company’s shareholders who attend and vote at a general meeting
for which notice specifying the intention to propose the resolution as a special resolution has been given; or (ii) if so authorized
by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended
and restated memorandum and articles of association provide that special resolutions must be approved either by at least two-thirds of
our shareholders who attend and vote at a general meeting for which notice specifying the intention to propose the resolution as a special
resolution has been given (i.e., the lowest threshold permissible under Cayman Islands law), or by a unanimous written resolution of all
of our shareholders.


 


Our sponsor beneficially owns approximately 20%
of our ordinary shares and will participate in any vote to amend our amended and restated memorandum and articles of association and will
have the discretion to vote in any manner it chooses. Specifically, our amended and restated memorandum and articles of association provide,
among other things, that:


 


		●	if we are unable to complete our initial business combination
within 12 months (or up to 21 months if we extend the period of time to consummate a business combination by the full amount
of time) 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, which interest shall be net of applicable taxes payable and
less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption
will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our Board of Directors, liquidate and dissolve;



 






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		●	prior to our initial business combination, we may not issue
additional ordinary shares 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 or another independent firm that commonly renders valuation opinions that such a business combination is fair to our company
from a financial point of view;



 


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



 


		●	so long as we obtain and maintain a listing for our securities
on the NASDAQ, our initial business combination must occur with one or more target businesses that together have an aggregate fair market
value of at least 80% of our 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 shareholders approve an amendment to our amended and
restated memorandum and articles of association that would (i) modify the substance or timing of our obligation to redeem 100% of
our public shares if we do not complete our initial business combination within 12 months (or up to 21 months if we extend
the period of time to consummate a business combination by the full amount of time) from the closing of our initial public offering or
(ii) with respect to the other provisions relating to shareholders’ rights or pre-business combination activity, we will
provide our public shareholders with the opportunity to redeem all or a portion of their ordinary shares 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, which interest shall be net of applicable taxes payable), 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 memorandum
and articles of association provide that under no circumstances will we redeem our public shares in an amount that would cause our net
tangible assets to be less than $5,000,001 either immediately prior to or immediately after the consummation of our initial business combination.


 


The Companies Act permits an exempted company
incorporated in the Cayman Islands to amend its memorandum and articles of association with the approval of the holders of at least two-thirds of
such company’s issued and outstanding ordinary shares. A company’s articles of association may specify that the approval of
a higher majority is required but, provided the approval of the required majority is obtained, any Cayman Islands exempted company may
amend its memorandum and articles of association regardless of whether its memorandum and articles of association provides otherwise.
Accordingly, although we could amend any of the provisions relating to our proposed offering, structure and business plan which are contained
in our amended and restated memorandum and articles of association, we view all of these provisions as binding obligations to our shareholders
and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting
public shareholders with the opportunity to redeem their public shares.


 






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Anti-Money Laundering — Cayman Islands


 


If any person in the Cayman Islands knows or suspects
or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering or is involved
with terrorism or terrorist financing and property and the information for that knowledge or suspicion came to their attention in the
course of business in the regulated sector, or other trade, profession, business or employment, the person will be required to report
such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands, pursuant to the Proceeds of Crime Act
(As Revised) of the Cayman Islands if the disclosure relates to criminal conduct or money laundering, or (ii) a police officer of
the rank of constable or higher, or the Financial Reporting Authority, pursuant to the Terrorism Act (As Revised) of the Cayman Islands,
if the disclosure relates to involvement with terrorism or terrorist financing and property. Such a report shall not be treated as a breach
of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.


 


Data Protection — Cayman Islands


 


We have certain duties under the Data Protection
Act (As Revised) of the Cayman Islands (the “DPA”) based on internationally accepted principles of data privacy.


 


Privacy Notice


 


Introduction


 


This privacy notice puts our shareholders on notice
that through your investment in the Company you will provide us with certain personal information which constitutes personal data within
the meaning of the DPA (“personal data”). In the following discussion, the “company” refers to us and our affiliates
and/or delegates, except where the context requires otherwise.


 


Investor Data


 


We will collect, use, disclose, retain and secure
personal data to the extent reasonably required only and within the parameters that could be reasonably expected during the normal course
of business. We will only process, disclose, transfer or retain personal data to the extent legitimately required to conduct our activities
of on an ongoing basis or to comply with legal and regulatory obligations to which we are subject. We will only transfer personal data
in accordance with the requirements of the DPA, and will apply appropriate technical and organizational information security measures
designed to protect against unauthorized or unlawful processing of the personal data and against the accidental loss, destruction or damage
to the personal data.


 


In our use of this personal data, we will be characterized
as a “data controller” for the purposes of the DPA, while our affiliates and service providers who may receive this personal
data from us in the conduct of our activities may either act as our “data processors” for the purposes of the DPA or may process
personal information for their own lawful purposes in connection with services provided to us.


 


We may also obtain personal data from other public
sources. Personal data includes, without limitation, the following information relating to a shareholder and/or any individuals connected
with a shareholder as an investor: name, residential address, email address, contact details, corporate contact information, signature,
nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account
details, source of funds details and details relating to the shareholder’s investment activity.


 


Who this Affects


 


If you are a natural person, this will affect
you directly. If you are a corporate investor (including, for these purposes, legal arrangements such as trusts or exempted limited partnerships)
that provides us with personal data on individuals connected to you for any reason in relation your investment in the company, this will
be relevant for those individuals and you should transmit the content of this Privacy Notice to such individuals or otherwise advise them
of its content.


 






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How the Company May Use a Shareholder’s
Personal Data


 


The company, as the data controller, may collect,
store and use personal data for lawful purposes, including, in particular:


 


		a)	where this is necessary for the performance of our rights
and obligations under any purchase agreements;



 


		b)	where this is necessary for compliance with a legal and regulatory
obligation to which we are subject (such as compliance with anti-money laundering and FATCA/CRS requirements); and/or



 


		c)	where this is necessary for the purposes of our legitimate
interests and such interests are not overridden by your interests, fundamental rights or freedoms.



 


Should we wish to use personal data for other
specific purposes (including, if applicable, any purpose that requires your consent), we will contact you.


 


Why We May Transfer Your Personal Data


 


In certain circumstances we may be legally obliged
to share personal data and other information with respect to your shareholding with the relevant regulatory authorities such as the Cayman
Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including
tax authorities.


 


We anticipates disclosing personal data to persons
who provide services to us and their respective affiliates (which may include certain entities located outside the United States,
the Cayman Islands or the European Economic Area), who will process your personal data on our behalf.


 


The Data Protection Measures We Take


 


Any transfer of personal data by us or our duly
authorized affiliates and/or delegates outside of the Cayman Islands shall be in accordance with the requirements of the DPA.


 


We and our duly authorized affiliates and/or delegates
shall apply appropriate technical and organizational information security measures designed to protect against unauthorized or unlawful
processing of personal data, and against accidental loss or destruction of, or damage to, personal data.


 


We shall notify you of any personal data breach
that is reasonably likely to result in a risk to your interests, fundamental rights or freedoms or those data subjects to whom the relevant
personal data relates.


 


Certain Anti-Takeover Provisions of our Amended and Restated Memorandum
and Articles of Association


 


Our authorized but unissued ordinary shares are
available for future issuances without shareholder 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
ordinary shares could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer,
merger or otherwise.


 


 


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