Exhibit 4.5


 


DESCRIPTION
OF SECURITIES


 


As of December 31, 2021, TCW Special Purpose Acquisition Corp. (“we,”
“us”, “our” 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 Class A common stock, $0.0001 par value
per share (“Class A Common Stock”), (ii) its warrants, exercisable for one share of Class A Common Stock for $11.50 per share,
and (iii) its units, consisting of one share of Class A Common Stock and one-third of one warrant to purchase one share of Class A Common
Stock. References to our “sponsor” refer to TCW Special Purpose Sponsor LLC. The following description of our securities is
not complete and may not contain all the information you should consider before investing in our securities. This description is summarized
from, and qualified in its entirety by reference to, our second amended and restated certificate of incorporation (our “Certificate
of Incorporation”), bylaws (“Bylaws”) and the warrant agreement, by and among the Company and Continental Stock Transfer
& Trust Company, dated as of March 1, 2021 (the “Warrant Agreement”), which are incorporated herein by reference and filed
as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Annual Report”), and applicable Delaware
law. Any terms used but not defined herein shall have the meanings ascribed to such terms in the Annual Report.


 


We are a Delaware corporation and our affairs are governed by our
Certificate of Incorporation, Bylaws and the General Corporation Law of the State of Delaware (“DGCL”). Pursuant to our Certificate
of Incorporation we are authorized to issue 400,000,000 shares of common stock, $0.0001 par value each, including 380,000,000 shares of
Class A common stock and 20,000,000 shares of Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001
par value each. The following description summarizes certain terms of our capital stock as set out more particularly in our Certificate
of Incorporation. Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each unit consists of one share of Class A common stock and
one-third 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, subject to adjustment, as described herein. Pursuant to the warrant agreement, a warrant holder may exercise
its warrants only for a whole number of the shares of Class A common stock. This means only a whole warrant may be exercised at any
given time by a warrant holder. For example, if a warrant holder holds one-third of one warrant to purchase a share of Class A common
stock, such warrant will not be exercisable. If a warrant holder holds three-thirds of one warrant, such whole warrant will be exercisable
for one share of Class A common stock at a price of $11.50 per share.


 


On April 22, 2021, the holders of our units were able to elect to
separately trade the shares of Class A Common Stock and warrants included in the units on the New York Stock Exchange.


 


The units will automatically separate into their component parts
and will not be traded following the completion of our initial business combination.


 


Common Stock


 


Holders of the Class A common stock and holders of the Class B
common stock of record are entitled to one vote for each share held on all matters to be voted on by stockholders; provided that, prior
to our initial business combination, holders of our Class B common stock will have the right to elect all of our directors and remove
members of our board of directors for any reason. These provisions of our Certificate of Incorporation may only be amended if approved
by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. On any other matter
submitted to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote
together as a single class, except as required by applicable law or stock exchange rule.


 






     


     


    

 


Unless specified in our Certificate of Incorporation or Bylaws,
or as required by applicable law or stock exchange rules, the affirmative vote of holders of a majority of the outstanding shares of our
common stock that are voted is required to approve any such matter voted on by our stockholders, and, prior to our initial business combination,
the affirmative vote of holders of a majority of the outstanding shares of our Class B common stock is required to approve the election
or removal of directors. There is no cumulative voting with respect to the election of directors, with the result that the holders of
more than 50% of the Class B common stock 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.


 


Because our Certificate of Incorporation authorizes the issuance
of up to 380,000,000 shares of Class A common stock, if we were to enter into a business combination, we may (depending on the terms
of such a business combination) be required to increase the number of shares of Class A common stock which we are authorized to issue
at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our
initial business combination. Our board of directors is divided into three classes with only one class of directors being elected in each
year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.


 


In accordance with the NYSE corporate governance requirements, we
are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on the NYSE.
Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing
directors in accordance with our Bylaws, unless such election is made by written consent in lieu of such a meeting. We may not hold an
annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not
be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold
an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting
an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 


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 and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in
the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute to investors who properly
redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. Our initial stockholders,
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 (i) the completion of our initial business combination
and (ii) a stockholder vote to approve an amendment to our Certificate of Incorporation that would affect the substance or timing
of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we
have not completed an initial business combination within 24 months from our initial public offering (or 27 months if an agreement in
principle event has occurred). Unlike many special purpose acquisition companies that hold stockholder 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 stockholder vote is not required by law and we do
not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our Certificate of Incorporation, 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 Certificate of Incorporation requires these tender offer documents to contain substantially the same financial
and other information about our initial business combination and the redemption rights as is required under the SEC’s proxy rules.
If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or
other legal 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 stockholder approval, we will complete our initial
business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. However,
the participation of our sponsor, officers, directors, advisors or their respective affiliates in privately-negotiated transactions, if
any, could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate
their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our outstanding
shares of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.


 






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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 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 seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in our initial public offering without
our prior consent, which we refer to as the “Excess Shares.” 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. 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.


 


If we seek stockholder approval in connection with our initial business
combination, our initial stockholders, officers and directors have agreed to vote any founder shares they hold and any public shares purchased
during or after our initial public offering in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares, we would need 17,397,489, or 37.5% (assuming all outstanding shares are voted), or 2,899,583, or 6.25% (assuming only
the minimum number of shares voted), of the 46,393,299 outstanding public shares to be voted in favor of an initial business combination
in order to have our initial business combination approved. Additionally, each public stockholder may elect to redeem their public shares
irrespective of whether they vote for or against the proposed transaction.


 


Pursuant to our Certificate of Incorporation, if we are unable to
complete our initial business combination within 24 months from the closing of our initial public offering (or 27 months if an agreement
in principle event has occurred) or during any Extension Period, 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, 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 (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our
initial stockholders have entered into agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to their founder shares if we fail to complete our initial business combination within 24 months from
the closing of our initial public offering or during any Extension Period. However, if our initial stockholders or management team, directors
or advisory board members acquire public shares from the time of our 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 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 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 described herein.


 






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Founder Shares


 


The founder shares are designated as Class B common stock and,
except as described below, are identical to the shares of Class A common stock included in the units sold in our initial public offering,
and holders of founder shares have the same stockholder rights as public stockholders, except that (i) prior to our initial business
combination, only holders of founder shares have the right to vote on the election of directors and holders of a majority of the outstanding
founder shares may remove members of our board of directors for any reason; (ii) the founder shares are subject to certain transfer
restrictions, as described in more detail below, (iii) our initial stockholders, 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
public shares they hold in connection with the completion of our initial business combination, (B) to waive their redemption rights
with respect to any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our Certificate
of Incorporation to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of
our initial public offering (or 27 months if an agreement in principle event has occurred) or with respect to any other provisions relating
to stockholders’ 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 they hold if we fail to complete our initial business combination within 24
months from the closing of our initial public offering (or 27 months if an agreement in principle event has occurred) or during any Extension
Period, 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, and (iv) the founder shares are automatically convertible
into Class A common stock concurrently with or immediately following the consummation of our initial business combination, or earlier
at the option of the holder, on a one-for-one basis, subject to adjustment as described herein and in our Certificate of Incorporation.
If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their
founder shares and any public shares purchased during or after our initial public offering in favor of our initial business combination.


 


The founder shares will automatically convert into shares of Class A
common stock concurrently with or immediately following the consummation of our initial business combination, or earlier at the option
of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and
the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked
securities are issued or deemed issued in connection with our initial business combination, the number of shares of Class A common
stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of
shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A
common stock by public stockholders), including the total number of shares of Class A common stock issued, or deemed issued or issuable
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in
relation to the consummation of the initial business combination, excluding any shares of Class A common stock or equity-linked securities
or rights exercisable or exchangeable for or convertible into shares of Class A common stock issued, or to be issued, to any seller
in the initial business combination and any private placement warrants issued to our sponsor, officers or directors upon conversion of
working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis.


 


With certain limited exceptions, the founder shares are not transferable,
assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor, each of whom will
be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial business combination
or earlier if, subsequent to our initial business combination, the closing price of the Class A common stock equals or exceeds $12.00
per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days
within any 30-trading day period commencing at least 150 days after our initial business combination, and (B) the date following
the completion of our initial business combination on which we complete a liquidation, merger, capital stock exchange or other similar
transaction that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities
or other property.


 






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Preferred Stock


 


Our Certificate of Incorporation authorizes 1,000,000 shares of
preferred stock and provides that shares of preferred stock 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 stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting
power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors
to issue shares of preferred stock without stockholder 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 shares of preferred stock outstanding at the date hereof. Although we
do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public Stockholders’ 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 12 months from the closing of our initial public offering 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. This means only a whole warrant
may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant.
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 fifteen (15) business days after the closing of our initial business combination, we will use our commercially reasonable 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 commercially reasonable 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 sixtieth (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 commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such
event, each holder would pay the exercise price by surrendering the 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) less the exercise price of the
warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the
volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on
which the notice of exercise is received by the warrant agent.


 






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Redemption of warrants when the price per share of Class A
common stock equals or exceeds $18.00.


 


Once the warrants become exercisable, we may redeem the outstanding
warrants (except as described herein with respect to the private placement warrants):


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon a minimum of 30 days’ prior written notice
of redemption to each warrant holder; and



 


		●	if, and only if, the closing price of the Class A 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 “— Warrants — Public Stockholders’ Warrants —
Anti-dilution adjustments”) for any 20 trading days within a 30-trading day period ending three trading days before we send the
notice of redemption to the warrant holders.



 


We will not redeem the warrants as described above unless a registration
statement under the Securities Act covering the issuance of the Class A common stock issuable upon exercise of the warrants is then
effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption
period. If and when the warrants become redeemable by us, 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. None of the private placement warrants will be redeemable
by us (except as described below under “Redemption of warrants when the price per share of Class A common stock equals or exceeds
$10.00”) so long as they are held by our sponsor or its permitted transferees.


 


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
his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless” basis
and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of the
Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant as described under the heading “Anti-dilution Adjustments”) as well as the
$11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption of warrants when the price per share of Class A
common stock equals or exceeds $10.00.


 


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 on a cashless basis 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” (as defined below) of our Class A common stock except as otherwise described below;



 






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		●	if, and only if, the closing price of our Class A common
stock equals or exceeds $10.00 per public 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 “Anti-dilution adjustments”) for any 20 trading days within the 30-trading
day period ending three trading days before we send the notice of redemption to the warrant holders; and



 


		●	if the closing price of our Class A common stock for
any 20 trading days within a 30-trading day period ending three trading days before we send notice of redemption to the warrant holders
is less than $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 “Anti-dilution Adjustments”), the private placement warrants must also be concurrently
called for redemption on the same terms as the outstanding public warrants, as described above.



 


Beginning on the date the notice of redemption is given until the
warrants are redeemed or exercised, holders may elect to exercise their warrants on a cashless basis. The numbers in the table below represent
the number of shares of Class A common stock that a warrant holder will receive upon such cashless 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 for these purposes based on volume weighted average price of our Class A common stock during the 10 trading
days immediately following 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. We will provide
our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.
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 have 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 share 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 or the exercise price of a warrant is
adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares issuable upon exercise
of a warrant is adjusted, the adjusted share prices in the column headings will equal the share 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.
If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph under the heading
“— Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share
price multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under
the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00 and (b) in the case of an
adjustment pursuant to the second paragraph under the heading “— Anti-dilution Adjustments” below, the adjusted
share prices in the column headings will equal the unadjusted share price less the decrease in the exercise price of a warrant pursuant
to such exercise price adjustment.


 






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	Redemption Date (period to	 	Fair Market Value of Class A Common Stock	 
	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	 	 	 	0.337	 	 	 	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	 




 


The exact fair market value and redemption date may not be set forth
in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption
dates in the table, the number of shares of Class A common stock to be issued for each warrant exercised will be determined by a
straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later
redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume weighted average price of our
Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders
of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to,
in connection with this redemption feature, exercise their warrants for 0.277 Class A common stock for each whole warrant. For an
example where the exact fair market value and redemption date are not as set forth in the table above, if the volume weighted average
price of our Class common stock during the 10 trading days immediately following the date on which the notice of redemption is sent
to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders
may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A common stock for each whole
warrant. In no event will the warrants be exercisable on a cashless basis in connection with this redemption feature for more than 0.361
shares of Class A common stock per warrant (subject to adjustment). Finally, as reflected in the table above, if the warrants are
out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this
redemption feature, since they will not be exercisable for any shares of Class A common stock.


 






    8


     


    

 


This redemption feature differs from the typical warrant redemption
features used in other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private
placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period of time.
This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the Class A common stock are
trading at or above $10.00 per share, which may be at a time when the trading price of our Class A common stock is below the exercise
price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the
warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of warrants when the price
per share of Class A common stock equals or exceeds $18.00.” Holders choosing to exercise their warrants in connection with
a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model
with a fixed volatility input as of the date of our initial public offering, March 3, 2021. This redemption right provides us with an
additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the
warrants would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the redemption price
to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants
if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our
best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As stated above, we can redeem the warrants when the Class A
common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty
with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants
on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the Class A common stock are trading
at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A common stock
than they would have received if they had chosen to wait to exercise their warrants for Class A common stock if and when such Class A
common stock were trading at a price higher than the exercise price of $11.50.


 


No fractional Class A common stock will be issued upon exercise.
If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number
of the number of Class A common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for
a security other than the shares of Class A common stock pursuant to the warrant agreement (for instance, if we are not the surviving
company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable
for a security other than the Class A common stock, the Company (or surviving company) will use its commercially reasonable efforts
to register under the Securities Act the security issuable upon exercise of the warrants.


 


Redemption procedures


 


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 9.8% (as specified by the holder) of the Class A common stock outstanding immediately after giving effect
to such exercise.


 


Anti-dilution adjustments


 


If the number of outstanding shares of Class A common stock
is increased by a stock capitalization or share dividend payable in Class A common stock, or by a split-up of common stock or other
similar event, then, on the effective date of such stock capitalization or share dividend, split-up or similar event, the number of shares
of Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding
shares of common stock. A rights offering made to all or substantially all holders of common stock entitling holders to purchase Class A
common stock at a price less than the “historical fair market value” (as defined below) will be deemed a share dividend of
a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock 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 common stock) and (ii) one minus the quotient of (x) the price per share of Class A common
stock paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering
is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common
stock, 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) “historical fair market value” means the volume weighted average price of Class A common stock
as reported during the 10 trading day period ending on the trading day prior to the first date on which the Class A common stock
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 all or substantially all of the holders of
the Class A common stock on account of such Class A common stock (or other securities into which the warrants are convertible),
other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with
all other cash dividends and cash distributions paid on the Class A common stock during the 365-day period ending on the date of
declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding
cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of Class A common
stock issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions
equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of Class A common stock in connection
with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in
connection with a stockholder vote to amend our Certificate of Incorporation (A) to modify the substance or timing of our obligation
to provide holders of our Class A common stock the right to have their shares redeemed in connection with our initial business combination
or to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete
our initial business combination within 24 months from the closing of our initial public offering (or 27 months if an agreement in principle
event has occurred) or (B) with respect to any other provisions relating to stockholders’ 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 share of Class A common stock in respect of such event.


 


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


 


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


 


In addition, if (x) we issue additional shares of Class A
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 Class A 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 affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (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 volume weighted average trading price of
our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we consummate our
initial business combination (such price, 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, the $18.00 per
share redemption trigger price described above under “— Redemption of warrants when the price per share of Class A
common stock equals or exceeds $18.00” and “— Redemption of warrants when the price per share of Class A common
stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and
the Newly Issued Price, and the $10.00 per share redemption trigger price described above under “— Redemption of warrants
when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal
to the higher of the Market Value and the Newly Issued Price.


 






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In case of any reclassification or reorganization of the outstanding
Class A common stock (other than those described above or that solely affects the par value of such Class A common stock), 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 common stock),
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 common stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of Class A common stock
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 common stock
in such a transaction is payable in the form of Class A common stock 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 30 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 Warrant
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.


 


The warrants were 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, and that all other
modifications or amendments will require the vote or written consent of the holders of at least 50% of the then outstanding public warrants,
and, solely with respect to any amendment to the terms of the private placement warrants, at least 50% of the then outstanding private
placement warrants. You should review a copy of the warrant agreement, which is filed as an exhibit to the Annual Report, for a complete
description of the terms and conditions applicable to the 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 common stock and any voting rights until they exercise their warrants and receive Class A common stock. After the issuance
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.


 


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.


 


We have agreed that, subject to applicable law, any action, proceeding
or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced in the courts of the State
of Delaware or the United States District Court for the District of Delaware, and we irrevocably submit to such jurisdiction, which
jurisdiction will be the exclusive forum for any such action, proceeding or claim. This provision applies to claims under the Securities
Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of
America are the sole and exclusive forum.


 






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Private Placement Warrants


 


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. The private placement
warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable,
assignable or salable until 30 days after the completion of our initial business combination (except pursuant to limited exceptions
to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants)
and they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees (except as otherwise set forth
herein). Our sponsor, or its permitted transferees, has the option to exercise the private placement warrants on a cashless basis. If
the private placement warrants are held by holders other than our sponsor or its permitted transferees, the private placement warrants
will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the
units being sold in our initial public offering.


 


If holders of the private placement warrants elect to exercise them
on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of Class A
common stock equal to 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 “Sponsor fair market value” (defined below) over the exercise price of the warrants
by (y) the Sponsor fair market value. For these purposes, the “Sponsor fair market value” shall mean the average reported
closing price 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 warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless
basis so long as they are held by our sponsor and its permitted transferees is because it is not known at this time whether they will
be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the
open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except
during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot
trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who
could exercise their warrants and sell the Class A common stock received upon such exercise freely in the open market in order to
recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe
that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to fund working capital deficiencies or 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 $2,000,000 of such loans may be convertible into
warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical
to the private placement warrants.


 


Our initial stockholders have agreed not to transfer, assign or
sell any of the private placement warrants (including the Class A common stock issuable upon exercise of any of these warrants) until
the date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions,
transfers can be made to our officers and directors and other persons or entities affiliated with our sponsor.


 
Dividends


 


We have not paid any cash dividends on our common stock 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.



 






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Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock and warrant agent for our
warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust
Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against
all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due
to any gross negligence or intentional misconduct of the indemnified person or entity. Continental Stock Transfer & Trust Company
has agreed that it has no right of set-off or any right, title, interest or claim of any kind to, or to any monies in, the trust account,
and has irrevocably waived any right, title, interest or claim of any kind to, or to any monies in, the trust account that it may have
now or in the future. Accordingly, any indemnification provided will only be able to be satisfied, or a claim will only be able to be
pursued, solely against us and our assets outside the trust account and not against the any monies in the trust account or interest earned
thereon.


 


Certificate of Incorporation


 


Our Certificate of Incorporation contains certain requirements and
restrictions that apply to us until the completion of our initial business combination. These provisions cannot be amended without the
approval of the holders of at least 65% of our common stock. Our initial stockholders, who collectively beneficially own 20% of our common
stock, will participate in any vote to amend our Certificate of Incorporation and will have the discretion to vote in any manner they
choose. Specifically, our Certificate of Incorporation provides, among other things, that:


 


		●	If we are unable to complete our initial business combination
within 24 months from the closing of our initial public offering (or 27 months if an agreement in principle event has occurred) or during
any Extension Period, 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, 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 (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to
receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations
under Delaware law to provide for claims of creditors and in all cases subject to the requirements of other applicable law;



 


		●	Prior to our initial business combination, we may not issue
additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a
class with our public shares (a) on our initial business combination or (b) to approve an amendment to our Certificate of Incorporation
to (x) extend the time we have to consummate a business combination beyond 24 months from the closing of our initial public offering
(or 27 months if an agreement in principle event has occurred) or (y) amend the foregoing provisions;



 


		●	We are not prohibited from entering into a business combination
with a target business that is affiliated with our sponsor, our directors or our executive officers. 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 which
is a member of FINRA or a valuation or appraisal firm that such a business combination is fair to our company from a financial point
of view;



 


		●	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 either (i) in connection
with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer.
If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder 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. Whether or not we maintain our registration under the Exchange Act or our listing on the NYSE, we will provide our
public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;



 






    13


     


    

 


		●	So long as we obtain and maintain a listing for our securities
on the NYSE, the NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of
at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable
on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business
combination;



 


		●	If our stockholders approve an amendment to our Certificate
of Incorporation to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our
initial public offering (or 27 months if an agreement in principle event has occurred), or with respect to any other provisions relating
to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity
to redeem all or a portion of their Class A common stock 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 to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein;
and



 


		●	We will not effectuate our initial business combination with
solely another blank check company or a similar company with nominal operations.



 


In addition, our Certificate of Incorporation provides 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.


 


Certain Anti-Takeover Provisions of Delaware Law and our Certificate
of Incorporation and Bylaws


 


We are subject to the provisions of Section 203 of the DGCL
regulating corporate takeovers. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business
combination” with:


 


		●	a stockholder who owns 15% or more of our outstanding voting
stock (otherwise known as an “interested stockholder”);



 


		●	an affiliate of an interested stockholder; or



 


		●	an associate of an interested stockholder, for three years
following the date that the stockholder became an interested stockholder.



 


A “business combination” includes a merger or sale of
more than 10% of our assets. However, the above provisions of Section 203 do not apply if:


 


		●	our board of directors approves the transaction that made
the stockholder an “interested stockholder,” prior to the date of the transaction;



 






    14


     


    

 


		●	after the completion of the transaction that resulted in
the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the
transaction commenced, other than statutorily excluded shares of common stock; or



 


		●	on or subsequent to the date of the transaction, the initial
business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent,
by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.



 


Our Certificate of Incorporation provides that our board of directors
is classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully
engaging in a proxy contest at two or more annual meetings.


 


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


 


Our Certificate of Incorporation provides that prior to our initial
business combination, holders of founder shares have the right to elect all of our directors and may remove members of our board of directors
for any reason. These provisions of our Certificate of Incorporation may only be amended if approved by holders of a majority of at least
90% of the outstanding shares of our common stock voting at a stockholder meeting.


 


Exclusive forum for certain lawsuits


 


Our Certificate of Incorporation requires, unless we consent in
writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any
action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any
action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our Certificate
of Incorporation or Bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the
internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which
the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the
Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days
following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery
or (C) for which the Court of Chancery does not have subject matter jurisdiction, as to which the Court of Chancery and the federal
district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder
bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this
provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies,
a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of
discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with
federal securities laws and the rules and regulations thereunder.


 


Notwithstanding the foregoing, our Certificate of Incorporation
provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act
or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Additionally, unless we consent in writing to the selection of an alternative forum, the federal courts shall be the exclusive forum for
the resolution of any complaint asserting a cause of action arising under the Securities Act against us or any of our directors, officers,
other employees or agents. Section 22 of the Securities Act, however, created concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly,
there is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions
in other companies’ charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such
exclusive forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated
in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions.
Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented
to these provisions; however, we note that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.


 






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Special meeting of stockholders


 


Our Bylaws provide that special meetings of our stockholders may
be called only by a majority vote of our board of directors, by our Chief Executive Officer or by our Chairman.


 


Advance notice requirements for stockholder proposals and
director nominations


 


Our Bylaws provide that stockholders seeking to bring business before
our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide
timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the company secretary
at our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business
on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8
of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein.
Our Bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude
our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual
meeting of stockholders.


 


Action by written consent


 


Any action required or permitted to be taken by our common stockholders
must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders
other than with respect to our Class B common stock.


 


Classified Board of Directors


 


Our board of directors is divided into three classes, Class I, Class
II and Class III, with members of each class serving staggered three-year terms. Our Certificate of Incorporation provides that the authorized
number of directors may be changed only by resolution of the board of directors. Subject to the terms of any preferred stock, any or all
of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority
of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting
together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors,
may be filled only by vote of a majority of our directors then in office.


 


Founder Shares Consent Right


 


For so long as any founder shares remain outstanding, we may not,
without the prior vote or written consent of the holders of a majority of the founder shares then outstanding, voting separately as a
single class, amend, alter or repeal any provision of our Certificate of Incorporation, 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 founder shares. Any action required or permitted to be taken at any meeting of the holders of founder shares may
be taken without a 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 founder shares having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all founder shares were present and voted.


 






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Restrictions on the Use of Rule 144 by Shell Companies
or Former Shell Companies


 


Rule 144 is not available for the resale of securities initially
issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a
shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:


 


		●	the issuer of the securities that was formerly a shell company
has ceased to be a shell company;



 


		●	the issuer of the securities is subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act;



 


		●	the issuer of the securities has filed all Exchange Act reports
and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required
to file such reports and materials), other than Form 8-K reports; and



 


		●	at least one year has elapsed from the time that the issuer
filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.



 


As a result, our initial stockholders will be able to sell their
founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed
our initial business combination.


 


Registration Rights


 


The holders of the (i) founder shares, which were issued in
a private placement prior to the closing of our initial public offering, (ii) private placement warrants, which were issued in a
private placement simultaneously with the closing of our initial public offering and the shares of Class A common stock underlying
such private placement warrants, and (iii) private placement warrants that may be issued upon conversion of working capital loans,
which will be issued in a private placement simultaneously with the closing of the initial business combination, will have registration
rights to require us to register a sale of any of our securities held by them. The holders of these securities are entitled to make up
to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We
will bear the expenses incurred in connection with the filing of any such registration statements.


 


Listing of Securities


 


We have listed our units,
Class A Common Stock and warrants on the NYSE under the symbols “TSPQ.U,” “TPSQ” and “TSPQ WS,” respectively.


 


 


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