Exhibit 4.5


 


 


DESCRIPTION OF SECURITIES


General


We are authorized to issue 50,000,000 shares
of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. 22,481,839 shares of common
stock are currently outstanding. No shares of preferred stock are currently outstanding. The following description summarizes the material
terms of our securities. Because this description is only a summary, it may not contain all the information that is important to you.
For a complete description you should refer to our amended and restated certificate of incorporation, bylaws and warrant agreement, which
are filed as exhibits (including by incorporation) to the Current Report on Form 8-K we filed with the SEC on August 30, 2021 (the
“8-K”) and the Registration Statement on Form S-1 (SEC File Nos. 333-254088) we filed with the SEC on August 19, 2021 (the
“Registration Statement”), and to the applicable provisions of Delaware law.


Units


Each unit consists of one share of common stock and one-half of
one warrant. Each whole warrant entitles the holder to purchase one share of common stock exercisable at $11.50 per share, subject to
adjustment as described in the definitive prospectus filed August 26, 2021 (the “Prospectus”) in connection with our initial
public offering (the “IPO”).


Common Stock


Our stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. Any action required to be taken at any annual or special meeting
of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of
outstanding 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 entitled to vote thereon were present and voted, and shall be delivered to us by delivery to our registered office
in the State of Delaware, our principal place of business, or one of our officers or agents having custody of the book in which proceedings
of meetings of stockholders are recorded. Delivery made to our registered office shall be by hand or by certified or registered mail,
return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing.


In connection with any vote held to approve
our initial business combination, our initial stockholders, the representative of the underwriters in our IPO, and all of our officers
and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to our IPO and any shares purchased
in or following the IPO in the open market in favor of the proposed business combination.


We will consummate our initial business combination
only if we have net tangible assets of at least $5,000,001 either 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 18 months from the closing of our IPO, 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.


Our initial stockholders, officers and directors,
and the representative of the underwriters in our IPO 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 initial stockholders, officers and directors, and the representative of the underwriters in our IPO 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 the IPO.






    


     


    




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.


Preferred Stock


There are no shares of preferred stock outstanding.
Our amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with such designation,
rights and preferences as may be determined from time to time by our board of directors. No shares of preferred stock were issued or registered
in the IPO. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation,
conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. However,
the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner
in the proceeds of the trust account, or which votes as a class with the common stock on a business combination. We may issue some or
all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging,
delaying or preventing a change in control of us.


Warrants


8,913,592 warrants are currently outstanding.
Each whole warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing 30 days after the completion of an initial business combination. However, no warrants
will be exercisable for cash unless we have an effective and current registration statement covering the shares of common stock issuable
upon exercise of the warrants and a current prospectus relating to such shares of common stock. 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 conversion or liquidation.


We may call the warrants for redemption, in
whole and not in part, at a price of $0.01 per warrant,


•        at
any time after the warrants become exercisable,


•        upon
not less than 30 days’ prior written notice of redemption to each warrant holder,


•        if,
and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations, and the like), 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 trading day prior to the sending of notice of redemption to
warrant holders; and


•        if,
and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.






    


     


    




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


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


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 have been 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 a majority of the then outstanding warrants in order
to make any change that adversely affects the interests of the registered holders.


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


In addition, if (x) we issue additional
shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective
issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our 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
volume weighted average trading price of our 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 greater of (i) the Market Value or (ii) the
price at which we issue the additional shares of common stock or equity-linked securities and the $18.00 per share redemption trigger
price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and 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.


Dividends


We have not paid any cash dividends on our shares
of common stock to date and do not intend to pay cash dividends prior to the completion of our 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 condition
subsequent to completion of our initial business combination. The payment of any dividends subsequent to our initial business combination
will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings,
if any, for use in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable
future.


Our Transfer Agent and Warrant Agent


The transfer agent for our securities and warrant
agent for our warrants is Continental Stock Transfer & Trust Company, 1 State Street, New York, New York 10004.


Listing of our Securities


Our units, common stock and warrants are listed
on the Nasdaq Capital Market under the symbols “SWSSU,” “SWSS,” and “SWSSW,” respectively.


Certain Anti-Takeover Provisions of Delaware
Law and our Amended and Restated Certificate of Incorporation and By-Laws


Staggered board of directors


Our amended and restated certificate of incorporation
provides that our board of directors is classified into three classes of directors of approximately equal size. 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.


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 president or by our chairman or by our secretary
at the request in writing of stockholders owning a majority of our issued and outstanding capital stock entitled to vote.


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 delivered
to our principal executive offices not later than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the scheduled date of the annual meeting of stockholders. In the event that less than
70 days’ notice or prior public disclosure of the date of the annual meeting of stockholders is given, a stockholder’s
notice shall be timely if delivered to our principal executive offices not later than the 10th day following the day on
which public announcement of the date of our annual meeting of stockholders is first made or sent by us. 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.


Authorized but unissued shares


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.






    


     


    




Exclusive Forum Selection


Our amended and restated 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 other similar 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 ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court
or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction or (D) arising
under the Securities Act. 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
and therefore bring a claim in another appropriate forum. Additionally, we cannot be certain that a court will decide that this provision
is either applicable or enforceable, and if a court were to find the choice of forum provision contained in our amended and restated certificate
of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action
in other jurisdictions, which could harm our business, operating results and financial condition.


Our amended and restated certificate of incorporation
provides that the exclusive forum provision is applicable to the fullest extent permitted by applicable law. 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.