Exhibit
4.5


 


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


 


The
following description sets forth certain material terms and provisions of the securities of Goal Acquisitions Corp. (“we,”
“our,” or “us”) that are registered under Section 12 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). 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 amended and restated certificate of incorporation, which are incorporated herein by reference..


 


As
of December 31, 2021, we had the following three classes of securities registered under Section 12 of the Exchange Act: (i) our units,
consisting of one share of common stock and one warrant, with each warrant entitling the holder thereof to purchase one share of common
stock (the “Units”), (ii) our common stock, $0.0001 par value per share (“Common Stock”),
and (iii) our public warrants, with each warrant exercisable for one share of Common Stock for $11.50 per share (the “Warrants”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Common Stock
and 1,000,000 shares of preferred stock, $0.0001 par value per share. The following description summarizes the material terms of our
capital stock and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated
certificate of incorporation, our bylaws and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual
Report on Form 10-K for the year ended December 31, 2021 (the “Report”) of which this Exhibit 4.5 is a part.
The summary below is also qualified by reference to the Delaware General Corporation Law


 


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


 


Units


 


Each
unit consists of one share of Common Stock and one Warrant. Each Warrant entitles the holder to purchase one share of Common Stock. Pursuant
to the warrant agreement, a Warrant holder may exercise his, her or its Warrants only for a whole number of shares of common stock.


 


Common
Stock


 


Our
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. In connection with
any vote held to approve our initial business combination, our sponsor, as well as all of our officers and directors, have agreed to
vote their respective shares of common stock owned by them in favor of the proposed business combination.


 


We
will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 immediately prior to or upon
consummation of such business combination and, solely if a vote is held to approve a business combination, a majority of the outstanding
shares of common stock voted are voted in favor of the business combination.


 


Our
board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of
directors being 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 eligible to vote for the election of directors can elect all of the directors.


 


Pursuant
to our amended and restated certificate of incorporation, if we do not consummate an initial business combination by 24 months from the
closing of our initial public offering, our corporate existence will cease except for the purposes of winding up our affairs and liquidating.
If we are forced to liquidate prior to an initial business combination, our public stockholders are entitled to share ratably in the
trust account, based on the amount then held in the trust account.


 




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Our
sponsor, officers and directors have agreed to waive their rights to participate in any liquidation distribution from the trust account
occurring upon our failure to consummate an initial business combination with respect to the founder’s common stock and private
shares. Our sponsor, officers and directors will therefore not participate in any liquidation distribution from the trust account with
respect to such shares. They will, however, participate in any liquidation distribution from the trust account with respect to any shares
of common stock acquired in, or following, our initial public offering.


 


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


 


Warrants


 


No
warrants are currently outstanding. Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50
per share, subject to adjustment as discussed below, at any time commencing upon the completion of our initial business combination.
However, no warrants will be exercisable for cash unless we have an effective and current registration statement covering the shares
of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding
the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective
within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there
is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such
exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants
on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrants for
that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock
underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last
sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants
will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


We
may call the warrants for redemption (excluding the private warrants and any warrants underlying additional units issued to our sponsor,
initial stockholders, officers, directors or their affiliates in payment of working capital loans made to us), in whole and not in part,
at a price of $0.01 per warrant,


 


	 	●	at
    any time after the warrants become exercisable,
	 	 	 
	 	●	upon
    not less than 30 days’ prior written notice of redemption to each warrant holder,
	 	 	 
	 	●	if,
    and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock
    splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing
    at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant
    holders; and
	 	 	 
	 	●	if,
    and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.


 




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The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. On and
after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price for such holder’s
warrant upon surrender of such warrant.


 


The
redemption criteria for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium
to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise
price so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.


 


If
we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise
warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants
for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common
stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last
sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to the holders of warrants.


 


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


 


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


 


In
addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection with
the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of common stock
(with such issue price or effective issue price to be determined in good faith by our board of directors, and in the case of any such
issuance to our sponsor, initial stockholders or their affiliates, without taking into account any founders’ shares held by them
prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and
interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business
combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the price at which we issue the additional shares
of common stock or equity-linked securities.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price, by certified or official bank check payable to us, for the number of warrants being exercised. The warrant
holders do not have the rights or privileges of holders of shares of common stock and any voting rights until they exercise their warrants
and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled
to one vote for each share held of record on all matters to be voted on by stockholders.


 


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


 


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


 




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