EXHIBIT
4.7


 


DESCRIPTION
OF SECURITIES


 


We
are a Delaware corporation and our affairs are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant
to our amended and restated certificate of incorporation are authorized to issue 500,000,000 shares of our Class A common stock and 50,000,000
shares of our Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description
summarizes certain terms of our capital stock as set out more particularly in our amended and restated certificate of incorporation.
Because it is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each
unit consists of one share of our Class A common stock and one-half of one public warrant. Each whole warrant entitles the holder thereof
to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in our initial public
offering. Pursuant to the public warrant agreement, a public warrant holder may exercise its warrants only for a whole number of the
shares of the company’s Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder.
Only whole warrants trade.


 


The
Class A common stock and public warrants began separately trading on January 31, 2022, upon our having filed the Current Report on Form
8-K described below and having issued a press release announcing when such separate trading began.


 


We
have filed a Current Report on Form 8-K, which includes an audited balance sheet reflecting our receipt of the gross proceeds of our
initial public offering upon the completion of our offering.


 


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


 


Common
Stock


 


35,937,500
of our shares of common stock are issued and outstanding, including:


 


		●	28,750,000
                                            shares of our Class A common stock underlying the units issued as part of our initial public
                                            offering; and



 


		●	7,187,500
                                            shares of our Class B common stock held by our initial stockholders (including our sponsor).



 


Stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class A common stock
and holders of our 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 amended and restated certificate of incorporation, 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 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 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. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment
of our directors. Holders of our public shares will not be entitled to vote on the appointment of our directors during such time. In
addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member
of the board of directors for any reason.


 






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Because
our amended and restated certificate of incorporation authorizes the issuance of up to 500,000,000 shares of our Class A common stock,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase
the number of shares of our Class A common stock which we will be authorized to issue at the same time as our stockholders vote on the
business combination to the extent we seek stockholder approval in connection with our initial business combination.


 


Our
board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for
those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the Nasdaq
corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following
our listing on the Nasdaq. Under Section 211(b) of the DGCL, we will, however, be required to hold annual meetings of stockholders for
the purpose of electing directors in accordance with our amended and restated 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 completion 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 completion of an 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. Prior
to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders
of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of
our founder shares may remove a member of the board of directors for any reason.


 


We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
calculated as of two business days prior to the completion of our initial business combination, including interest earned on the funds
held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution
expenses) divided by the number of the then outstanding public shares, subject to the limitations described herein. The amount in the
trust account is initially anticipated to be $10.10 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. The redemption rights
will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares. Our sponsor, directors,
each other member of our management team and the anchor investors have entered into agreements with us, pursuant to which they have agreed
to waive their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of our
initial business combination and (ii) a stockholder vote to approve an amendment to our amended and restated certificate of incorporation
that would affect the substance or timing of our obligation to provide holders of shares of Class A common stock the right to have their
shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an
initial business combination within 18 months (or 21 months or 24 months, as applicable) from the closing of our initial public offering.
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 amended and restated certificate of incorporation, conduct the redemptions
pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing our initial business combination.
Our amended and restated certificate of incorporation require 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 are voted by the stockholders at a stockholders meeting to approve
our initial business combination, unless applicable law, our corporate governing documents or applicable stock exchange rules require
a different vote, in which case we will complete our initial business combination only if such requisite vote is received. However, the
participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in
the final prospectus related to our initial public offering), if any, could result in the approval of our initial business combination
even if a majority of our public stockholders vote, or indicate their intention to vote, against such initial business combination. For
purposes of seeking approval of the majority of our outstanding common stock, non-votes will have no effect on the approval of our initial
business combination once a quorum is obtained.


 






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If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares. However,
we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our
initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such
Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess
Shares if we complete our initial business combination. And, as a result, such stockholders will continue to hold that number of shares
exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at
a loss.


 


If
we seek stockholder approval in connection with our initial business combination, pursuant to the terms of a letter agreement entered
into with us, our sponsor, directors and each member of our management team have agreed to vote their founder shares and any public shares
purchased during or after our initial public offering, in favor of our initial business combination. As a result, in addition to our
initial stockholders’ and anchor investors’ founder shares, we would need 10,781,251, or 37.5%, of the 28,750,000 public
shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business
combination approved (assuming all issued and outstanding shares are voted). In addition, in the event the anchor investors own an aggregate
of 2,300,000 public shares, and vote such public shares in favor of our initial business combination, then we would need only 8,481,251,
or 29.5%, of the 28,750,000 public shares sold in our initial public offering to be voted in favor of our initial business combination
in order to have our initial business combination approved (assuming all outstanding shares are voted). Each public stockholder may elect
to redeem its public shares irrespective of whether they vote for or against the proposed transaction.


 


Pursuant
to our amended and restated certificate of incorporation, we will have until 18 months from the closing of our initial public offering
to complete an initial business combination. However, if we anticipate that we may not be able to complete our initial business combination
within 18 months, we may, but are not obligated to, extend the period of time to complete a business combination by two additional three-month
periods (for a total of up to 24 months from the closing of our initial public offering to complete a business combination). Our public
stockholders will not be entitled to vote on, or redeem their shares in connection with, any such extension. This feature is different
from some other special purpose acquisition companies, in which any extension of the company’s period to complete an initial business
combination would require a vote of the company’s stockholders and in connection with such vote stockholders would have the right
to redeem their public shares. Pursuant to the terms of our amended and restated certificate of incorporation and the trust agreement
entered into between us and Continental Stock Transfer & Trust Company, in order to extend the time available for us to complete
our initial business combination, our sponsor or its affiliates or designees, upon five business days’ advance notice prior to
each deadline, must deposit into the trust account an additional $0.10 per share of Class A common stock then outstanding (in each case,
$2,875,000) on or prior to the date of such deadline. In connection with each such additional deposit, in each case, our sponsor or its
affiliates or designees will receive an additional 2,875,000 private placement warrants with the same terms as the original private placement
warrants. In the event that we receive notice from our sponsor five business days prior to a deadline of its intent to effect an extension,
we intend to issue a press release announcing such intention at least three days prior to such deadline. In addition, we intend to issue
a press release the day after a deadline announcing whether or not the funds had been timely deposited. Our sponsor and its affiliates
or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination.


 


Pursuant
to our amended and restated certificate of incorporation, if we have not completed an initial business combination within 18 months (or
21 months or 24 months, as applicable) from the closing of our initial public offering or such later date as approved by our stockholders,
voting together as a single class, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but no more than ten business days thereafter 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 taxes, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights
as stockholders (including the right to receive further liquidation 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, liquidate
and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law. Our sponsor, directors and each other member of our management team have entered into agreements with us, pursuant to
which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares
if we do not complete an initial business combination within 18 months (or 21 months or 24 months, as applicable) from the closing of
our initial public offering. However, if our sponsor, directors or other members of our management team acquire public shares in or after
our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares
if we do not complete our initial business combination within the prescribed time period.


 






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In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share
ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each
class of shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There
are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity
to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000
of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, upon the completion of our initial
business combination, subject to the limitations described herein.


 


Founder
Shares


 


The
founder shares are designated as Class B common stock and, except as described below, are identical to the shares of our 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, directors, each other member of our management
team and the anchor investors have entered into agreements with us, pursuant to which they have agreed (A) to waive their redemption
rights with respect to their founder shares and public shares 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 amended and restated certificate of incorporation that would affect the substance or timing of our obligation
to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we have not completed an initial business combination within 18 months (or 21 months
or 24 months, as applicable) from the closing of our initial public offering or with respect to any other provisions relating to the
rights of holders of Class A common stock and (C) to waive their rights to liquidating distributions from the trust account with respect
to its founder shares if we do not complete an initial business combination within 18 months (or 21 months or 24 months, as applicable)
from the closing of our initial public offering, although they will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we do not complete our initial business combination within such time period, (iii) the founder
shares will automatically convert into Class A common stock at the time of our initial business combination as described herein and in
our amended and restated certificate of incorporation, and (iv) prior to the completion of our initial business combination, only our
founder shares will have the right to vote on the election of our directors. If we submit our initial business combination to our public
stockholders for a vote, our sponsor, directors and each member of our management team have agreed to vote their founder shares and any
public shares purchased during or after our initial public offering in favor of our initial business combination.


 


The
founder shares will automatically convert into shares of our Class A common stock on the first business day following the completion
of our initial business combination at a ratio such that the number of shares of our Class A common stock issuable upon conversion of
all founder shares will equal, on an as-converted basis, 20% of the sum of (i) the total number of shares of our Class A common stock
issued and outstanding upon completion of our initial public offering, plus (ii) the total number of shares of our Class A common stock
issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by
the company in connection with or in relation to the completion of the initial business combination, excluding any shares of our Class
A common stock or equity-linked securities exercisable for or convertible into shares of our Class A common stock issued, or to be issued,
to any seller in the initial business combination and any private placement warrants issued to our sponsor upon conversion of working
capital loans. In no event will the shares of our Class B common stock convert into shares of our Class A common stock at a rate of less
than one to one.


 






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Except
as described herein, our sponsor, directors, each member of our management team and the anchor investors have agreed not to transfer,
assign or sell any of their founder shares until (a) one year after the completion of our initial business combination, or (b) the date
on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction after our initial business
combination that results in all of our stockholders having the right to exchange their shares of our 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 sponsor with respect
to any founder shares. We refer to such transfer restrictions throughout this exhibit as the lock-up. Notwithstanding the foregoing,
if the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination, the converted Class A common stock will be released from the lock-up.


 


Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of our directors.
Holders of our public shares will not be entitled to vote on the appointment of our directors during such time. In addition, prior to
the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors
for any reason. These provisions of our amended and restated certificate of incorporation may only be amended by approval of a majority
of our Class B common stock voting in an annual meeting. With respect to any other matter submitted to a vote of our stockholders, including
any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of
our public shares will vote together as a single class, with each share entitling the holder to one vote.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred
stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations,
powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions
thereof, applicable to the shares of each series. Our board of directors is able to, without stockholder approval, issue shares of preferred
stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and
could have anti-takeover effects. The ability of our board of directors to issue shares of preferred stock without stockholder approval
could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no
shares of preferred stock issued and outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred
stock, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one share of our 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 one year from the closing of our initial public offering and
30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement
under the Securities Act covering the shares of the Class A common stock issuable upon exercise of the public warrants and a current
prospectus relating to them is available (or we permit holders to exercise their public warrants on a cashless basis under the circumstances
specified in the public warrant agreement) and such shares are registered, qualified or exempt from registration under the securities,
or blue sky, laws of the state of residence of the holder. Pursuant to the public warrant agreement, a warrant holder may exercise its
public warrants only for a whole number of shares of our Class A common stock. This means only a whole warrant may be exercised at a
given time by a warrant holder. Only whole warrants trade. The warrants will expire five years after the completion of our initial business
combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






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We
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a public warrant and will have no obligation
to settle such warrant exercise unless a registration statement under 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, or a valid exemption from registration is available. No public warrant will be exercisable
and we will not be obligated to issue a share of our Class A common stock upon exercise of a public warrant unless the share of our 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 public 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 public warrant. In the event that
a registration statement is not effective for the exercised public warrants, the purchaser of a unit containing such warrant will have
paid the full purchase price for the unit solely for the share of our Class A common stock underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities
Act, of the Class A common stock issuable upon exercise of the public warrants. We will use our commercially reasonable efforts to cause
the same to become effective within 60 business days after the closing of our initial business combination, and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the public warrants
in accordance with the provisions of the public warrant agreements. If a post-effective amendment or a new registration statement covering
the issuance of the Class A common stock issuable upon exercise of the public warrants is not effective by the 60th business
day after the closing of the 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 public warrants on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if our Class
A common stock are at the time of any exercise of a public warrant not listed on a national securities exchange such that they satisfy
the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders
of our 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 elect to do so, we will not be required to file or maintain in effect a registration statement, but we will
use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is
not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of shares of
Class A common stock per warrant equal to the quotient obtained by dividing (x) the product of the number of shares of our 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” means the 10-day average closing price as of the date
on which the notice of redemption is sent to the holders of the warrants. The “10-day average closing price” means, as of
any date, the average last reported sale price of the Class A common stock as reported during the 10 trading day period ending on the
trading day prior to such date. “Last reported sale price” means the last reported sale price of the shares of Class A common
stock on the date prior to the date on which notice of exercise of the warrant is sent to the warrant agent.


 


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


 


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


 






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Redemption
of Public Warrants


 


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


 


		●	in
                                            whole and not in part;



 


		●	at
                                            a price of $0.01 per warrant;



 


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



 


		●	if,
                                            and only if, the last reported sale price of the Class A common stock for any 20 trading
                                            days within a 30-trading day period ending three business days before we send to the notice
                                            of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for
                                            adjustments to the number of shares issuable upon exercise or the exercise price of a warrant
                                            as described under the heading “— Warrants — Public Stockholders’
                                            Warrants — Anti-dilution Adjustments”).



 


If
and when the public 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. However, unless we have elected to require warrant holders
to exercise such warrants on a cashless basis, we will not redeem the public warrants unless an effective registration statement under
the Securities Act covering the shares of our Class A common stock issuable upon exercise of the public warrants is effective and a current
prospectus relating to those shares of our Class A common stock is available throughout the 30-day redemption period.


 


We
have established the last of the redemption criteria 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 public warrants, each warrant holder will be entitled to exercise his, her or its public warrant prior to the scheduled redemption
date. Unless we have elected to require warrant holders to exercise the warrants on a cashless basis, any such exercise would require
the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of the Class A common stock
may fall below the $18.00 redemption trigger price (as adjusted for adjustments to the number of shares issuable upon exercise or the
exercise price of a warrant as described under the heading “— Warrants — Public Stockholders’ Warrants —
Anti-dilution Adjustments”) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


If
we call the public warrants for redemption as described above, we will have the option to require any holder that wishes to exercise
its public warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their public
warrants on a “cashless basis,” we will consider, among other factors, our cash position, the number of public 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 public warrants. If we take advantage of this option, all holders of public warrants would pay the exercise
price by surrendering their public 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”
means the 10-day average closing price as of the date on which the notice of redemption is sent to the holders of the warrants. If we
take 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 we do not take advantage of this option, our sponsor and its permitted
transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula
described above that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants
on a cashless basis, as described in more detail below.


 






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Anti-dilution
Adjustments. If the number of outstanding shares of our Class A common stock is increased by a stock capitalization or stock dividend
paid in shares of our Class A common stock to all or substantially all holders of Class A common stock, or by a split-up of Class A common
stock or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event,
the number of shares of our Class A common stock issuable on exercise of each public warrant will be increased in proportion to such
increase in the outstanding shares of Class A common stock. A rights offering made to all or substantially all holders of common stock
entitling holders to purchase Class A common stock at a price less than the “historical fair market value” (as defined below)
will be deemed a stock dividend of a number of shares of our Class A common stock equal to the product of (i) the number of shares of
our Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering
that are convertible into or exercisable for Class A common stock) and (ii) one minus the quotient of (x) the price per share of our
Class A common stock paid in such rights offering and (y) the historical fair market value. For these purposes, if the rights offering
is for securities convertible into or exercisable for shares of our 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. “Fair market value” means the 10-day average closing price as of the first date on which the
Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
“10-day average closing price” shall mean, as of any date, the average last reported sale price of the Class A common stock
as reported during the 10 trading day period ending on the trading day prior to such date. Notwithstanding anything to the contrary,
no shares of Class A common stock shall be issued at less than their par value.


 


In
addition, if we, at any time while the public warrants are outstanding and unexpired, pay to all or substantially all of the holders
of the Class A common stock a dividend or make a distribution in cash, securities or other assets to all or substantially all of the
holders of our Class A common stock on account of such shares of Class A common stock (or other securities into which the warrants are
convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis
with all other cash dividends and cash distributions paid on the shares of Class A common stock during the 365-day period ending on the
date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments
and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of
our Class A common stock issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or
cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of our Class A common stock
in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of our Class A common
stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with its initial business combination or to redeem 100%
of the Class A common stock if the Company has not consummated an initial business combination within 18 months (or 21 months or 24 months,
as applicable) from the closing of our initial public offering or (B) with respect to any other provisions of the amended and restated
certificate of incorporation relating to stockholders’ rights or pre-initial business combination activity, (e) as a result of
the repurchase of shares of Class A common stock if a proposed initial business combination is presented to our stockholders for approval,
or (f) 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 our 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 share split or reclassification
of our Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split,
reclassification or similar event, the number of shares of our Class A common stock issuable on exercise of each public warrant will
be decreased in proportion to such decrease in outstanding shares of our Class A common stock.


 


Whenever
the number of shares of our Class A common stock purchasable upon the exercise of the public 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 our 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 our Class A common stock so purchasable immediately
thereafter.


 






    8



     


    

 


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 public warrants and in lieu of the shares of Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of our Class A common stock or other
securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their public warrants
immediately prior to such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for which
each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders
in such consolidation or merger that affirmatively make such election. If less than 70% of the consideration receivable by the holders
of our Class A common stock in such a transaction is payable in the form of our 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 public warrant properly exercises the public
warrant within 30 days following public disclosure of such transaction, the public warrant exercise price will be reduced as specified
in the public warrant agreement based on the Black-Scholes value (as defined in the public warrant agreement) of the warrant. The purpose
of such exercise price reduction is to provide additional value to holders of the public warrants when an extraordinary transaction occurs
during the exercise period of the public warrants pursuant to which the holders of the warrants otherwise do not receive the full potential
value of the public warrants.


 


The
public warrants were issued in registered form under a public warrant agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and us. The public warrant agreement provides that the terms of the public warrants may be amended without the consent
of any holder for the purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the public
warrant agreement to the description of the terms of the public warrants and the public warrant agreement set forth in the final prospectus
related to our initial public offering, or defective provision, (ii) amending the provisions relating to cash dividends on shares of
common stock as contemplated by and in accordance with the public warrant agreement, or (iii) adding or changing any provisions with
respect to matters or questions arising under the public warrant agreement as the parties to the public warrant agreement may deem necessary
or desirable and that the parties deem to not adversely affect the rights of the registered holders of the public warrants in any material
respect provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change
that adversely affects the interests of the registered holders. You should review a copy of the public warrant agreement, which is filed
as an exhibit to our Annual Report on Form 10-K, for a complete description of the terms and conditions applicable to the public warrants.


 


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


 


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
public 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. See “Risk Factors — Our public warrant agreement will designate the courts of the State
of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types
of actions and proceedings that may be initiated by holders of our public warrants, which could limit the ability of warrant holders
to obtain a favorable judicial forum for disputes with our company.” This provision applies to claims under the Securities Act
but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America
are the sole and exclusive forum.


 






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Private
Placement Warrants


 


The
private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be
transferable, assignable or saleable until 30 days after the completion of our initial business combination (except pursuant to limited
exceptions as described in the final prospectus related to our initial public offering under “Principal Stockholders — Transfers
of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with
the initial purchasers of the private placement warrants) and they will not be redeemable by us. The private placement warrants will
expire at 5:00 p.m., New York City time, on the fifth anniversary of the completion of our initial business combination, or earlier upon
liquidation. In addition, the private placement warrants purchased by our sponsor will not be exercisable more than five years from the
effective date of the registration statement related to our initial public offering, in accordance with FINRA Rule 5110(g)(8), as long
as our sponsor or any of its related persons beneficially own such private placement warrants. The private placement warrants will be
non-redeemable and will be exercisable on a cashless basis.


 


Our
sponsor, the direct anchor investors and their permitted transferees will also have certain registration rights related to the private
placement warrants (including the shares of Class A common stock issuable upon exercise of the private placement warrants), as described
below.


 


Our
sponsor, or its permitted transferees, have the option to exercise the private placement warrants on a cashless basis. If holders of
the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her
or its warrants in exchange for a number of shares of our Class A common stock equal to the quotient obtained by dividing (x) the product
of the number of shares of our Class A common stock underlying the warrants, multiplied by the excess of the “10-day average closing
price” as of the date prior to the date on which notice of exercise is sent or given to the warrant agent, less the warrant exercise
price by (y) the 10-day average closing price. The “10-day average closing price” means, as of any date, the average last
reported sale price of the Class A common stock as reported during the 10 trading day period ending on the trading day prior to such
date. “Last reported sale price” means the last reported sale price of the Class A common stock on the date on which notice
of exercise of the warrant is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a
cashless basis so long as they are held by our sponsor, the anchor investors or their respective permitted transferees is because it
is not known at this time whether our sponsor or its permitted transferees will be affiliated with us following a business combination.
If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to
have policies in place that restrict insiders from selling our securities except during specific periods of time. Even during such periods
of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession
of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of
our Class A common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders
could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants
on a cashless basis is appropriate.


 


In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our sponsor or an affiliate of our sponsor or certain of our officers and directors may loan us funds as may be required, although they
are under no obligation to advance funds or invest in us. Up to $1,500,000 of such loans may be convertible into warrants of the post
business combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private
placement warrants.


 


Dividends


 


We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business
combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a
business combination will be within the discretion of our board of directors at such time. If we incur any indebtedness, our ability
to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 






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Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed
to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of
its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for
its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified
person or entity.


 


Amended
and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains provisions designed to provide certain requirements and restrictions relating
to our initial public offering 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 sponsor and its permitted transferees, if any, who collectively
beneficially own 20% of our common stock upon the closing of our initial public offering, will participate in any vote to amend our amended
and restated certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and
restated certificate of incorporation provides, among other things, that:


 


		●	If
                                            we have not completed an initial business combination within 18 months (or 21 months or 24
                                            months, as applicable) from the closing of our initial public offering or such later date
                                            as approved by holders of a majority of the voting power of the our then outstanding shares
                                            of common stock that are voted at a meeting to extend such date, voting together as a single
                                            class, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly
                                            as reasonably possible but no more than ten business days thereafter, redeem the public shares,
                                            at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
                                            trust account, including interest earned on the funds held in the trust account and not previously
                                            released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution
                                            expenses), divided by the number of the then outstanding public shares, which redemption
                                            will completely extinguish public stockholders’ rights as stockholders (including the
                                            right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
                                            possible following such redemption, subject to the approval of our remaining stockholders
                                            and our board of directors, liquidate and dissolve, subject in each case to our obligations
                                            under Delaware law to provide for claims of creditors and the requirements of other applicable
                                            law;



 


		●	Prior
                                            to or in connection with our initial business combination, we may not issue additional securities
                                            that would entitle the holders thereof to (i) receive funds from the trust account or (ii)
                                            vote on our initial business combination or on any other proposal presented to stockholders
                                            prior to or in connection with the completion of an initial business combination;



 


		●	Although
                                            we do not intend to enter into a business combination with a target business that is affiliated
                                            with our sponsor, our directors or our executive 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 or from an independent
                                            accounting firm that such a 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;



 






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		●	Our
                                            initial business combination must occur with one or more target businesses that together
                                            have an aggregate fair market value of at least 80% of the assets held in the trust account
                                            (excluding the amount of deferred underwriting discounts held in trust and taxes payable
                                            by us on the income earned on the trust account) at the time of the agreement to enter into
                                            the initial business combination;



 


		●	If
                                            our stockholders approve an amendment to our amended and restated certificate of incorporation
                                            that would affect the substance or timing of our obligation to provide holders of shares
                                            of Class A common stock the right to have their shares redeemed in connection with our initial
                                            business combination or to redeem 100% of our public shares if we do not complete an initial
                                            business combination within 18 months (or 21 months or 24 months, as applicable) from the
                                            closing of our initial public offering, or with respect to any other provisions relating
                                            to the rights of holders of Class A common stock, we will provide our public stockholders
                                            with the opportunity to redeem all or a portion of their Class A common stock upon such approval
                                            at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
                                            trust account, including interest earned on the funds held in the trust account and not previously
                                            released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution
                                            expenses) divided by the number of the then outstanding public shares, subject to the limitations
                                            described herein; and



 


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



 


In
addition, our amended and restated 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 following the completion of our initial business combination.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of incorporation


 


We
will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of our initial public offering.
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.



 






    12



     


    

 


Our
amended and restated certificate of incorporation provides that our board of directors will be classified into three classes of directors.
As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or
more annual meetings.


 


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


 


Exclusive
Forum for Certain Lawsuits


 


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


 


Notwithstanding
the foregoing, our amended and restated certificate of incorporation provides that the exclusive forum provision will not apply to suits
brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. 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, the provision may have the effect of discouraging lawsuits
against our directors and officers. Additionally, unless we consent in writing to the selection of an alternative forum, the federal
district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of
action arising under the Securities Act against us or any of our directors, officers, other employees or agents. However, there is uncertainty
as to whether a court would enforce the exclusive forum provisions relating to causes of actions arising under the Securities Act.


 


Special
Meeting of Stockholders


 


Our
amended and restated bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors
or by our Chairman.


 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


Our
amended and restated 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 needs 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 amended and restated bylaws 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.


 






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Action
by Written Consent


 


Subsequent
to the consummation of our initial public 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 three classes, Class I, Class II and Class III, with members of each class serving staggered three-year
terms. Our amended and restated 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.


 


Class
B Common Stock Consent Right


 


For
so long as any shares of our 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 our Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal
any provision of our amended and restated 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 our 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 our Class B common stock were present and voted.


 


Securities
Eligible for Future Sale


 


We
have 35,937,500 shares of common stock issued and outstanding on an as-converted basis. Of these shares, 28,750,000 shares of Class A
common stock are freely tradable without restriction or further registration under the Securities Act, except for any Class A common
stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding 7,187,500 founder
shares and all of the outstanding 11,125,000 private placement warrants are restricted securities under Rule 144, in that they were issued
in private transactions not involving a public offering. These restricted securities will be subject to registration rights as more fully
described below under “— Registration Rights.”


 






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Rule
144


 


Pursuant
to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their
securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three
months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before
the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period
as we were required to file reports) preceding the sale.


 


Persons
who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any
time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to
sell within any three-month period only a number of securities that does not exceed the greater of:


 


		●	1%
                                            of the total number of shares of common stock then outstanding, or 359,375 shares; or



 


		●	the
                                            average weekly reported trading volume of the Class A common stock during the four calendar
                                            weeks preceding the filing of a notice on Form 144 with respect to the sale.



 


Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current
public information about us.


 


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


 


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


 


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



 


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



 


		●	the
                                            issuer of the securities has filed all Exchange Act reports and material required to be filed,
                                            as applicable, during the preceding 12 months (or such shorter period that the issuer was
                                            required to file such reports and materials), other than Form 8-K reports; and at least one
                                            year has elapsed from the time that the issuer filed current Form 10 type information with
                                            the SEC reflecting its status as an entity that is not a shell company.



 






    15



     


    

 


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


 


Registration
and Stockholder Rights


 


The
holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and
any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion
of working capital loans) are entitled to registration rights pursuant to a registration and stockholder rights agreement. The holders
of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition,
the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our
completion of our initial business combination. However, the registration and stockholders rights agreement provides that we will not
permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period,
which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the private placement
warrants and the respective shares of our Class A common stock underlying such warrants, 30 days after the completion of our initial
business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.


 


Except
as described herein, our sponsor, directors, each member of our management team and the anchor investors have agreed not to transfer,
assign or sell any of their founder shares until the earlier of (a) one year after the completion of our initial business combination,
and (b) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction after
our initial business combination that results in all of our stockholders having the right to exchange their shares of our 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 sponsor with respect to any founder shares. We refer to such transfer restrictions throughout this exhibit as the lock-up. Notwithstanding
the foregoing, if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination, the converted shares of our Class A common stock will be released
from the lock-up.


 


In
addition, pursuant to the registration and stockholder rights agreement, our sponsor, upon completion of an initial business combination,
will be entitled to nominate three individuals for election to our board of directors, as long as our sponsor holds any securities covered
by the registration and stockholder rights agreement.


 


Listing
of Securities


 


Our
units, Class A common stock and public warrants are listed on the Nasdaq, under the symbols “XPDBU,” “XPDB” and
“XPDBW,” respectively. We cannot guarantee that our securities will be approved for listing on the Nasdaq. The units will
automatically separate into their component parts and will not be traded following the completion of our initial business combination.


 






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