Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES


EXCHANGE ACT OF 1934


 


Minority
Equality Opportunities Acquisition Inc. (“we,” “our,” “us” or the “company”) has 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, each consisting of one share of Class A common stock and one redeemable warrant; (ii) Class A common stock, par value $0.0001
per share (the “Class A common stock” or “public shares”); and (iii) redeemable warrants, each whole warrant exercisable
for one share of Class A common stock at an exercise price of $11.50 per share. In addition, this Description of Securities also references
the company’s Class B common shares, par value $0.0001 per share (the “Class B common stock” or “founder shares”),
which are not registered pursuant to Section 12 of the Exchange Act but are convertible into Class A common stock. The description of
the Class B common stock is included to assist in the description of the Class A common stock. Unless the context otherwise requires,
references to our “sponsor” are to Minority Equality Opportunities Acquisition Sponsor, LLC and references to our “initial
stockholders” are to our sponsor, as they held our founder shares prior to our initial public offering.


 


Description of Capital Stock


 


The following description of our capital stock
is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our Amended and Restated
Certificate of Incorporation (our “certificate of incorporation”), and our bylaws, each of which are incorporated by reference
as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part. We encourage you to read our Certificate of Incorporation,
our Bylaws and the applicable provisions of the Delaware General Corporation Law (“DGCL”) for additional information.


 


Authorized Shares of Capital Stock


 


Pursuant to our certificate of incorporation,
our authorized capital stock consists of 100,000,000 shares of Class A common stock, 20,000,000 shares of Class B common stock, and 1,000,000
shares of undesignated preferred stock, $0.0001 par value.


 


Units


 


Each unit has an offering price of $10.00 and
consists of one share of Class A common stock and one redeemable warrant, subject to adjustment as discussed below. The Class A common
stock and warrants comprising the units began separate trading on October 18, 2021. Following the commencement of separate trading, holders
now have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers
contact our transfer agent in order to separate the units into shares of Class A common stock and warrants.


 


Common Stock


 


Common stockholders of record are entitled to
one vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the 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.
Unless specified in our certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable stock
exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter
voted on by our stockholders. Our board of directors will be divided into 2 classes, each of which will generally serve for a term of
2 years with only one class of directors being elected in each year. 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.


 


Because our certificate of incorporation authorizes
the issuance of up to 100,000,000 shares of Class A common stock, if we were to enter into an initial business combination, we may (depending
on the terms of such an initial business combination) be required to increase the number of shares of Class A common stock which we are
authorized to issue at the same time as our stockholders vote on the initial business combination, to the extent we seek stockholder approval
in connection with our initial business combination.


 






    


     


    

 


In accordance with Nasdaq 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 Nasdaq. 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 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 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 franchise
and income 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 approximately $10.15 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 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 any public shares held by them in connection with the completion of our initial business combination.
Unlike many blank check 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 Securities and Exchange Commission (“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 the 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 blank check 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 outstanding shares of common stock voted are voted in favor of the initial business combination.
A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company
representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such meeting.


 


However, the participation of our sponsor, officers,
directors, advisors or their 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 business combination.
For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the
approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days’ (but not less than
10 days’ nor more than 60 days’) prior written notice of any such meeting, if required, at which a vote shall be taken to
approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders, may
make it more likely that we will consummate 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 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 more than an aggregate of 15% of the shares of common stock sold in this
offering, 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. 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 the 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 stock in
open market transactions, potentially at a loss.


 






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If we seek stockholder approval in connection
with our initial business combination, pursuant to the letter agreement our sponsor, officers and directors have agreed to vote their
founder shares and any public shares purchased during or after our initial public offering (including in open market and privately negotiated
transactions) in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares,
we would need only 4,822,813, or approximately 38.13%, (assuming all outstanding shares are voted), or 830,157, or approximately 6.56%
(assuming only the minimum number of shares representing a quorum are voted), of the 12,650,000 public shares sold in this offering to
be voted in favor of an initial business combination. Additionally, each public stockholder may elect to redeem its public shares irrespective
of whether they vote for or against the proposed transaction (subject to the limitation described in the preceding paragraph).


 


Pursuant to our certificate of incorporation,
if we are unable to complete our initial business combination within 12 months from the closing of our initial public offering (or 21
months from the closing, if we extend the period of time to consummate a business combination,), we will: (i) cease all operations except
for the purpose of winding up; (ii) as promptly as reasonably possible but no more than 10 business days thereafter subject to lawfully
available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our franchise
and income 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), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions
from the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within
12 months from the closing of our initial public offering (or 21 months from the closing, if we extend the period of time to consummate
a business combination). However, if our initial stockholders acquire public shares, 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 an initial 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 stock, 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 stockholders with the opportunity to redeem their public shares for cash equal to
their pro rata share of the aggregate amount then on deposit in the trust account, upon the completion of our initial business combination,
subject to the limitations described herein.


 


Founder Shares


 


The founder shares are identical to the shares
of Class A common stock, and holders of founder shares have the same stockholder rights as public stockholders, except that: (i) the founder
shares are subject to certain transfer restrictions, as described in more detail below; (ii) our sponsor, officers and directors have
entered into a letter agreement with us, pursuant to which they have agreed: (A) to waive their redemption rights with respect to any
founder shares and any public shares held by them in connection with the completion of our initial business combination; (B) to waive
their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment
to our certificate of incorporation: (x) to modify the substance or timing of our obligation to redeem 100% of our public shares if we
do not complete our initial business combination within 12 months from the closing of our initial public offering (or 21 months from the
closing, if we extend the period of time to consummate a business combination); or (y) with respect to any other provision 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 held by them if we fail to complete our initial business combination within 12 months
from the closing of our initial public offering (or 21 months from the closing, if we extend the period of time to consummate a business
combination), although they will be entitled to liquidating distributions from the trust account with respect to any public shares they
hold if we fail to complete our initial business combination within such time period; (iii) the founder shares are shares of our Class
B common stock that will automatically convert into shares of our Class A common stock at the time of our initial business combination,
or at any time prior thereto at the option of the holder, on a one-for-one basis, subject to adjustment as described herein; and (iv)
are entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor,
officers and directors have agreed pursuant to the letter agreement to vote any founder shares and public shares held by them in favor
of our initial business combination.


 






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The shares of Class B common stock will automatically
convert into shares of Class A common stock at the time of our initial business combination 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 and related to the
closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common
stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment
with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of
all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares
of common stock outstanding upon completion of our initial public offering, plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with the initial business combination (excluding any shares or equity-linked securities
issued, or to be issued, to any seller in the initial business combination, any private placement-equivalent securities issued to our
sponsor or its affiliates upon conversion of loans made to us).


 


We cannot determine at this time whether a majority
of the holders of our Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio.
They may waive such adjustment due to (but not limited to) the following: (i) closing conditions which are part of the agreement for our
initial business combination; (ii) negotiation with Class A stockholders on structuring an initial business combination; or (iii) negotiation
with parties providing financing which would trigger the anti-dilution provisions of the Class B common stock. If such adjustment is not
waived, the issuance would not reduce the percentage ownership of holders of our Class B common stock, but would reduce the percentage
ownership of holders of our Class A common stock. If such adjustment is waived, the issuance would reduce the percentage ownership of
holders of both classes of our common stock. Holders of founder shares may also elect to convert their shares of Class B common stock
into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. The term “equity-linked
securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common
stock issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement
of equity or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable
upon the conversion or exercise of convertible securities, warrants or similar securities.


 


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


 






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Preferred Stock


 


Our certificate of incorporation 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 will be able to, without stockholder
approval, issue 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 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 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.


 


While we have no current plans to issue preferred
stock, circumstances in which we might issue preferred stock in the future could include, among others, offerings of preferred stock undertaken
for capital raising purposes (whether before or in connection with our initial business combination or thereafter), issuances in connection
with acquisitions we might make in the future, or issuances in connection with potential change of control or strategic transactions involving
us. Any determination by us to issue shares of preferred stock in the future will be dependent on the facts and circumstances at the time.


 


Warrants


 


Public Stockholders’ Warrants


 


Each 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 discussed below, at any time commencing on
the later of 12 months from the closing of our initial public offering or 30 days after the completion of our initial business combination.
The warrants will expire five years after the completion of our initial business combination, at 5:00 pm., New York City time, or earlier
upon redemption or liquidation.


 


We will not be obligated to deliver any shares
of 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 of 1933, as amended (the “Securities Act”), with respect to the shares of 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 shares of Class A common
stock upon exercise of a warrant unless 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 are not registering the shares of Class A common
stock issuable upon exercise of the warrants at this time. However, 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 reasonable best efforts: to file with the
SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants, to cause such registration
statement to become effective, and to maintain a current prospectus relating to those shares of Class A common stock until the warrants
expire or are redeemed, as specified in 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 is at the time of any exercise
of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under
Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not
be required to file or maintain in effect a registration statement, but we will be required to use our reasonable best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 






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Once the warrants become exercisable, we may call
the warrants for redemption (other than the private placement warrants):


 


	 	●	in whole and not in part;
	 	 	 
	 	●	at a price of $0.01 per warrant;
	 	 	 
	 	●	upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and
	 	 	 
	 	●	if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending 3 business days before we send the notice of redemption to the warrant holders.
	 	 	 


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.


 


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


 


If we call the warrants for redemption as described
above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.”
In determining whether to require all holders to exercise their warrants on a “cashless basis,” our management will consider,
among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our 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 quotient obtained by dividing: (x) the product of the number of shares of Class A common stock underlying the
warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below);
by (y) the fair market value. The “fair market value” shall mean the average reported last sale 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 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.


 


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% (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.


 






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If the number of outstanding shares of Class A
common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common
stock or other similar event, then, on the effective date of such stock 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 Class
A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a
price less than the fair market value will be deemed a stock 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 (1) minus the quotient of:
(x) the price per share of Class A common stock paid in such rights offering, divided by (y) the fair market value. For these purposes:
(i) if the rights offering is for securities convertible into or exercisable for Class A 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) fair market value means the volume weighted average price of Class A common stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade
on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In addition, if we, at any time while the warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common
stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are convertible),
other than: (a) as described above; (b) certain ordinary cash dividends; (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: (1) to modify the substance or timing
of our obligation to redeem 100% of our Class A common stock if we do not complete our initial business combination within 12 months from
the closing of our initial public offering (or 21 months from the closing, if we extend the period of time to consummate a business combination);
or (2) with respect to any other provision 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 our Class
A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock 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 case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares
of 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
shares of 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
shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of 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 thirty days
following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based
on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide
additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant
to which the holders of the warrants otherwise do not receive the full potential value of the warrants.


 






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The warrants were issued in registered form under
a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The description of the warrants
set forth herein is a summary and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, the
warrant agreement, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part.
The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or
correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make
any change that adversely affects the interests of the registered holders of public warrants.


 


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


 


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 a Newly Issued 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 sponsor or its affiliates, without
taking into account any founder shares held by our sponsor or its affiliates, prior to such issuance); (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions); and (z) the Market Value
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations, and the like) will be adjusted (to the nearest cent) to be equal to 180% of the higher
of the Market Value and the Newly Issued Price.


 


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 New York or the United States District Court for the Southern District of New York, 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.


 


Private Placement Warrants


 


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, among other limited exceptions, to our officers and
directors and other persons or entities affiliated with our sponsor and the underwriter of our initial public offering) and they
will not be redeemable by us so long as they are held by our sponsor, the underwriter of our initial public offering or their
permitted transferees. Our sponsor, the underwriter of our initial public offering or their permitted transferees, has the option to
exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms
and provisions that are identical to those of the warrants sold as part of the units in our initial public offering, including as to
exercise price, exercisability and exercise period. If the private placement warrants are held by holders other than the sponsor,
the underwriter of our initial public offering or their permitted transferees, the private placement warrants will be redeemable by
us and exercisable by the holders on the same basis as the warrants included in the units sold in our initial public offering.


 






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If holders of the private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering their 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 difference between the exercise price of the warrants and the “fair market value” (defined below)
by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Class A 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
the sponsor, the underwriter of our initial public offering or their permitted transferees is because it is not known at this time whether
they will be affiliated with us following an initial 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 prohibit 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 sell the shares of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders
could be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless
basis is appropriate.


 


In order to finance transaction costs in connection
with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may,
but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such working capital loans may be convertible into private
placement-equivalent warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private
placement warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital loans by our
sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements exist with respect
to such loans.


 


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


 


The holders of the private placement warrants
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, among other
limited exceptions, 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 an initial 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 conditions
subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combination
will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock and the
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, willful misconduct or bad faith of the indemnified person or entity.


 






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Our 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 65% of our common stock. Our initial stockholders, who will collectively beneficially own approximately
20% of our common stock (not including the shares of Class A common stock issuable to the underwriters upon completion of our initial
public offering), 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 12 months from the closing of our initial public offering (or 21 months from the closing, if we extend the period of time to consummate a business combination), we will: (i) cease all operations, except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our franchise and income 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), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;
	 	 	 
	 	●	Prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to: (i) receive funds from the trust account; or (ii) vote on any initial business combination;
	 	 	 
	 	●	Although we do not intend to enter into an initial business combination with a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial point of view;
	 	 	 
	 	●	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 our Exchange Act or our listing on Nasdaq, we will provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above;
	 	 	 
	 	●	So long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq 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: (i) to modify the substance or timing of our obligation to redeem 100% of
    our public shares if we do not complete our initial business combination within 12 months from the closing of our initial public
    offering (or 21 months from the closing, if we extend the period of time to consummate a business combination); or (ii) with respect
    to any other provision relating to stockholders’ rights or pre- business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of 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 franchise and income taxes, divided by the number of then outstanding public shares; and


 






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	 	●	We will not effectuate our initial business combination with 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 either immediately prior to or upon consummation of our initial business combination and after payment of the underwriters’
fees and commissions.


 


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;
	 	 	 
	 	●	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 2 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.


 






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Exclusive forum for certain lawsuits


 


Our certificate of incorporation requires, to
the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for
breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware, except any action:
(A) as to which the Court of Chancery in 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 10
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. 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 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.


 


Our certificate of incorporation provides that
the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. 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. As a result, the exclusive forum provision will not apply to suits brought to enforce any
duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition,
our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district
courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder.
We note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance
with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction
for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
thereunder.


 


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


 


Subsequent to the consummation of the offering,
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 2 classes,
Class I and Class II, with members of each class serving staggered 2-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.


 






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Class B Common Stock Consent Right


 


For so long as any shares of Class B common stock
remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common
stock then outstanding, voting separately as a single class, amend, alter or repeal any provision 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 Class B common stock. Any action required or permitted to be taken at any meeting
of the holders of Class B common stock 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 Class B common stock 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 shares of Class B
common stock were present and voted.


 


Registration Rights


 


The holders of the founder shares (and any shares
of Class A common stock issuable upon conversion of the founder shares), private placement warrants (and any shares of Class A common
stock issuable upon conversion of the private placement warrants), the shares that were issued to the underwriter of our initial public
offering as compensation for services rendered in connection with such offering, and securities that may be issued upon conversion of
working capital loans (and any securities that may be issued upon conversion of working capital loans) will be entitled to registration
rights pursuant to a registration rights agreement, requiring us to register such securities for resale (in the case of the founder shares,
only after conversion to our Class A common stock). The holders of the majority 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 and rights to require
us to register for resale such securities pursuant to Rule 415 under the Securities Act. Notwithstanding the foregoing, these holders
may not exercise their demand and “piggyback” registration rights after five and seven years after the effective date of the
registration statement for our initial public offering and may not exercise their demand rights on more than one occasion. We will bear
the expenses incurred in connection with the filing of any such registration statements.


 


Listing of Securities


 


Our units, Class A common stock and warrants are listed on Nasdaq under
the symbols “MEOAU,” “MEOA” and “MEOAW,” respectively.


 






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