Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31, 2021, Sizzle
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) its units, consisting of one share of common stock (as defined below) and one-half of
one redeemable warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one share of common stock
(the “units”), (ii) its common stock, $0.0001 par value per share (“common stock”), and (iii) its public warrants,
with each whole warrant exercisable for one share of common stock for $11.50 per share (the “warrants”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 50,000,000 shares of common stock,
and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. 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 certificate of incorporation, our bylaws 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 common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of common
stock.


 


Common Stock


 


Our stockholders of record
are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve
our initial business combination, our sponsor, as well as all of our officers and directors, have agreed to vote their respective shares
of common stock owned by them immediately prior to 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 prior to or upon consummation of such business
combination and, solely if a vote is held to approve a business combination, a majority of the outstanding shares of common stock voted
are voted in favor of the business combination.


 


There is no cumulative voting
with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible to vote for the election
of directors can elect all of the directors.


 


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


 






     


     


    

 


Redeemable Warrants


 


Each warrant entitles the
registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any
time commencing 30 days after the completion of an initial business combination. However, no warrants will be exercisable for cash
unless we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants
and a current prospectus relating to such shares of common stock. We have agreed that we will use our best efforts to file with the SEC
as soon as practicable after the business combination a post-effective amendment to the Registration Statement or a new registration
statement for the registration, under the Securities Act, of the common stock issuable upon exercise of the warrants. We will use our
best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. Notwithstanding the
foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the warrants is not effective within
a specified 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
shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (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 shares of common stock 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.


 


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 shares
of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock 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 shares of common stock 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.


 






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If we call the warrants for
redemption as described above, our leadership will have the option to require all holders that wish to exercise warrants to do so on a
“cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of
shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (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 shares of common stock 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.


 


The warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The
warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct
any defective provision, but requires the approval, by written consent or vote, of the holders of at least a majority of the then outstanding
warrants in order to make any change that adversely affects the interests of the registered holders.


 


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


 


In addition, if (x) we
issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of
our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue
price or effective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor,
initial stockholders 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, 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 price at which we issue the additional shares of common stock
or equity-linked securities.


 


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


 


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


 


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


 


 


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