Exhibit 4.5


 


OXUS
ACQUISITION CORP.


 


DESCRIPTION OF SECURITIES


 


As of December 31, 2021,
Oxus Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of
securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) units, consisting
of one Class A ordinary share (as defined below) and one redeemable warrant (as defined below), with each whole warrant entitling the
holder thereof to purchase one Class A ordinary share (the “units”), (ii) Class A ordinary shares, $0.0001 par value per share
(“Class A ordinary shares”), and (iii) warrants, with each whole warrant exercisable for one Class A ordinary share for $11.50
per share (the “warrants”).


 


Pursuant to our amended
and restated memorandum and articles of association, our authorized capital stock consists of 555,000,000 shares of capital stock, including
500,000,000 Class A ordinary shares, $0.0001 par value each, and 50,000,000 Class B ordinary shares, $0.0001 par value each, and 5,000,000
preferred shares, $0.0001 par value each. The following description summarizes the material terms of our capital stock and does not
purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated memorandum and articles
of association and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for
the year ended December 31, 2021 (the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used herein
but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists of one share of Class A
ordinary shares and one warrant. Each warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per
share, subject to adjustment as discussed below. Holders have the option to continue to hold units or separate their units into the component
securities.


 


Ordinary Shares


 


Ordinary shareholders of record are entitled to
one vote for each share held on all matters to be voted on by shareholders. Holders of Class A ordinary shares and holders of 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 the Companies
Act 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. Approval of certain actions will require a special resolution under Cayman Islands law,
being the affirmative vote of at least two-thirds of the ordinary shares that are voted, and pursuant to our amended and restated
memorandum and articles of association; such actions include amending our amended and restated memorandum and articles of association
and approving a statutory merger or consolidation with another company. 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 appointed in each year. 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. However, only holders of Class B ordinary shares will have the right to appoint directors
in any election held prior to or in connection with the completion of our initial business combination, meaning that holders of Class A
ordinary shares will not have the right to appoint any directors until after the completion of our initial business combination. Our shareholders
are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.


 


We will provide our public shareholders with the
opportunity to convert all or a portion of their public shares upon the completion of our initial business combination at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation
of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions described
herein. The amount in the trust account is initially anticipated to be $10.20 per public share. Our initial shareholders, officers and
directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their conversion rights with respect
to their founder shares and public shares in connection with the completion of our initial business combination. Unlike many special purpose
acquisition companies that hold shareholder votes and conduct proxy solicitations in conjunction with their initial business combinations
and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is
not required by law, if a shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other
legal reasons, we will, pursuant to our amended and restated memorandum and articles of association, conduct the redemptions pursuant
to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination.
Our amended and restated memorandum and articles of association require these tender offer documents to contain substantially the same
financial and other information about our initial business combination and the conversion rights as is required under the SEC’s
proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for
business or other reasons, we will, like many special purpose acquisition companies, offer to redeem shares in conjunction with a proxy
solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete
our initial business combination only if it is approved by an ordinary resolution under Cayman Islands law, which requires the affirmative
vote of the holders of a majority of the shares present in person or by proxy at a general meeting of the company. However, the participation
of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this prospectus),
if any, could result in the approval of our initial business combination even if a majority of our public shareholders vote, or indicate
their intention to vote, against such initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will
have no effect on the approval of our initial business combination once a quorum is obtained. Our amended and restated memorandum and
articles of association require that at least five days’ notice will be given of any general meeting.


 






     


     


    

 


If we seek shareholder approval of our initial
business combination and we do not conduct conversions in connection with our initial business combination pursuant to the tender offer
rules, our amended and restated memorandum and articles of association will provide that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from converting its shares with respect to more than an aggregate of 15% of the
Class A ordinary shares sold in z, which we refer to as the Excess Shares. However, we would not be restricting our shareholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our shareholders’
inability to convert the Excess Shares will reduce their influence over our ability to complete our initial business combination, and
such shareholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such
shareholders will not receive conversion distributions with respect to the Excess Shares if we complete the initial business combination.
As a result, such shareholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares, would be
required to sell their shares in open market transactions, potentially at a loss.


 


If we seek shareholder approval in connection
with our initial business combination, pursuant to the letter agreement our sponsor, initial shareholders, officers and directors have
agreed to vote their founder shares and any public shares purchased during or after the initial public offering (including in open market
and privately negotiated transactions) in favor of our initial business combination. Additionally, each public shareholder may elect to
convert its public shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described
in the preceding paragraph).


 


Pursuant to our amended and restated memorandum
and articles of association, if we do not complete our initial business combination within 18 months from the closing of the initial
public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, 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 liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman
Island law to provide for claims of creditors and the requirements of other applicable law. Our sponsor, initial shareholders, officers
and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares
and private shares held by them if we fail to complete our initial business combination within 18 months from the closing of the
initial public offering. However, if our initial shareholders acquire public shares in or after the initial public offering, they will
be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial
business combination within the prescribed time period.


 


In the event of a liquidation, dissolution or
winding up of the company after a business combination, our shareholders are entitled to share ratably in all assets remaining available
for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the ordinary shares, except that we will provide our public shareholders with the opportunity to redeem their public shares for cash
at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in
the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, upon the
completion of our initial business combination, subject to the limitations and on the conditions described herein.


 






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Warrants


 


Each warrant entitles the registered holder 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
30 days after the completion of our initial business combination. However, no warrants will be exercisable for cash unless we 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. Although we are registering our Class A ordinary shares issuable upon
exercise of the warrants on the registration statement of which this prospectus forms a part, we have agreed that as soon as practicable
after the closing of our initial business combination, we will use our best efforts to file with the SEC a post-effective amendment
to the registration statement of which this prospectus forms a part or a new registration statement covering the Class A ordinary shares
issuable upon exercise of the warrants. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary
shares issuable upon exercise of the public warrants is not effective within a 60 day period following the consummation 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 the exemption
provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption,
is not available, holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each
holder would pay the exercise price by surrendering the 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” for this purpose will mean the average reported last sale price of the Class A ordinary shares
for the 5 trading days ending on the trading day prior to the date of exercise. The warrants will expire on the fifth anniversary of our
completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


The private warrants, as well as any warrants
we issue to our sponsor, officers, directors, initial shareholders or their affiliates in payment of working capital loans made to us,
will be identical to the warrants underlying the units being offered by this prospectus.


 


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


 


		●	at any time after the warrants become 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 Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations),
for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the
third 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 Class A ordinary shares underlying such warrants.



 


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 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” for this purpose shall mean the average reported last sale price of the Class A
ordinary shares for the 5 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.


 






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The warrants are 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 (i) to cure any ambiguity or correct any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement
set forth in this prospectus, or to cure, correct or supplement any defective provision, or (ii) to add or change any other provisions
with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or
desirable and that the parties deem to not adversely affect the interests of the registered holders of the warrants, but requires the
approval, by written consent or vote, of the holders of at least 50% of the then outstanding public warrants in order to make any change
that adversely affects the interests of the registered holders.


 


The exercise price and number of Class A
ordinary shares 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, except as described below, the warrants
will not be adjusted for issuances of Class A ordinary shares at a price below their respective exercise prices.


 


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 Class A 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, initial shareholders or their affiliates,
without taking into account any founder shares held by them 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, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the
Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price of the warrants will be adjusted (to
the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price.


 


The warrants may be exercised upon surrender of
the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price, 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 vote for
each share held of record on all matters to be voted on by shareholders.


 


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 Class A ordinary shares 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 up to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder.


 


 


 


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