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, Forest
Road Acquisition Corp. II (“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 Class A common stock (as defined below) and one-fifth
of one redeemable warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one share of Class
A common stock (the “units”), (ii) its Class A common stock, $0.0001 par value per share (“Class A common stock”),
and (iii) its public warrants, with each whole warrant exercisable for one share of Class A common stock for $11.50 per share (the “warrants”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 320,000,000 shares of common stock,
including 300,000,000 shares of Class A common stock, $0.0001 par value and 20,000,000 shares of Class B common stock, $0.0001
par value, 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, 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 common stock and one-fifth of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase
one share of Class A common stock at a price of $11.50 per share. Pursuant to the warrant agreement, a warrant holder may exercise
its warrants only for a whole number of the shares of Company’s Class A common stock.


 


Common Stock


 


Stockholders of record are
entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of Class A common stock and holders
of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as required
by law. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of
the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor.


 


We will provide our public
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described
herein. Our initial stockholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to any founder shares and public shares they hold in connection with the completion
of our initial business combination.


 


If we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to
the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate
of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares, without our prior consent.
However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such
Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess
Shares if we complete our initial business combination. And, as a result, such stockholders 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.


 






     


     


    

 


In the event of a liquidation,
dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash 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 (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, upon the completion
of our initial business combination, subject to the limitations described in the Report.


 


Redeemable Warrants


 


Each whole warrant entitles
the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment as discussed
below, at any time commencing on the later of March 12, 2022 and 30 days after the completion of our initial business combination,
provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common
stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise
their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified
or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock.


 


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 common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise
unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then
effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration.
No warrant will be exercisable and we will not be obligated to issue a share of Class A common stock upon exercise of a warrant unless
the share of Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event
that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid
the full purchase price for the unit solely for the share of Class A common stock underlying such unit.


 


We have agreed that as soon
as practicable, but in no event later than 15 business days after the closing of our initial business combination, we will use our best
efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock
issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the
provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise
of the warrants is not effective by the 60th business day after the closing of our initial business combination, warrant
holders may, until such time as there is an effective registration statement and during any period when we 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 common stock are at the time of any exercise of a
warrant not listed on a national securities exchange such that they satisfy 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.


 


Redemption of Warrants


 


Once the warrants become exercisable,
we may call the warrants for redemption for cash:


 


		●	in whole and not in part;



 






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		●	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 closing price of the common stock equals
or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant
as described under the heading “Description of Securities —Warrants — Redemption of Warrants — Anti-Dilution Adjustments”)
for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending three business
days before we send to the notice of redemption to the warrant holders.



 


If and when the warrants become
redeemable by us for cash, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws.


 


Redemption of warrants
for Class A common stock. Once the warrants become exercisable, we may redeem the outstanding warrants:


 


		●	in whole and not in part;



 


		●	at $0.10 per warrant upon a minimum of 30 days’ prior
written notice of redemption provided that holders will be able to exercise their warrants prior to redemption and receive that number
of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class
A common stock (as defined below) except as otherwise described below;



 


		●	if, and only if, the last reported sale price of our Class
A common stock equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the
exercise price of a warrant as described under the heading “Description of Securities — Warrants — Redemption of Warrants
— Anti-Dilution Adjustments”) on the trading day prior to the date on which we send the notice of redemption to the
warrant holders;



 


		●	if, and only if, the private placement warrants are also concurrently
exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants, as described above;
and



 


		●	if, and only if, there is an effective registration statement
covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating
thereto available throughout the 30-day period after written notice of redemption is given.



 


The numbers in the table below
represent the number of shares of Class A common stock that a warrant holder will receive upon exercise in connection with a redemption
by us pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding
redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined
based on the average of the last reported sales price 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, and the number of months that the corresponding redemption date precedes
the expiration date of the warrants, each as set forth in the table below.


 


Pursuant to the warrant agreement,
references above to Class A common stock shall include a security other than Class A common stock into which the Class A common stock
has been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in
the table below will not be adjusted when determining the number of shares of Class A common stock to be issued upon exercise of the warrants
if we are not the surviving entity following our initial business combination.


 


The stock prices set forth
in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant
is adjusted as set forth in the first three paragraphs under the heading “— Anti-dilution Adjustments” below. The
adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction,
the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator
of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall
be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.


 






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	 	 	Fair Market Value of Class A Common Stock	 
	Redemption Date

 (period to expiration of

 warrants)	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.348	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 


Redemption procedures and
cashless exercise. If we call the warrants for redemption as described above under “— Redemption
of warrants for cash,” management will have the option to require any holder that wishes to exercise his, her or 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 stockholders of issuing the maximum number of shares of Class A common stock 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 shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market
value” (defined below) over the exercise price of the warrants by (y) the fair market value and (B) 0.361 per warrant. The
“fair market value” shall mean the average last reported sale price of shares of the Class A common stock for the 10
trading days ending on the third trading day prior to the date on which the notice of 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 shares of Class A common stock 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.


 






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A holder of a warrant may
notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant,
to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 9.8% (or such other amount as a holder may specify) of the shares of Class A
common stock outstanding immediately after giving effect to such exercise.


 


Anti-dilution Adjustments. The
warrants have certain anti-dilution and adjustments rights upon certain events.


 


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


 


The warrants will be issued
in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a copy of the warrant agreement,
which was filed with the Registration Statement, for a complete description of the terms and conditions applicable to the warrants. The
warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct
any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any
change that adversely affects the interests of the registered holders of public warrants.


 


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


 


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


 


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.


 


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


 


 


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