Exhibit
4.5


 


FINTECH
ACQUISITION CORP. IV


 


DESCRIPTION
OF SECURITIES


 


The
following summary of the material terms of the securities of FinTech Acquisition Corp. IV, a Delaware corporation (“we,”
“us,” “our” or the “Company”), is not intended to be a complete summary of the rights and
preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of incorporation,
our amended and restated bylaws and the warrant agreement, dated September 24, 2020, between the Company and Continental Stock
Transfer & Trust Company (the “Warrant Agreement”), in each case incorporated by reference as exhibits to the
Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”), and applicable Delaware
law, including the Delaware General Corporation Law, or DGCL. We urge you to read our amended and restated certificate of incorporation,
our amended and restated bylaws and the Warrant Agreement in their entirety for a complete description of the rights and preferences
of our securities.


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class
A common stock, par value $0.0001 per share, 10,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000
shares of undesignated preferred stock, $0.0001 par value.


 


Units


 


Each
unit consists of one share of Class A common stock and one-third of one warrant. Each whole warrant entitles the holder to purchase
one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a
warrant holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole
warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or
trade a whole warrant.


 


The
Class A common stock and warrants comprising the units began separate trading on November 13, 2020. Holders have the option to
continue to hold units or separate their units into the component securities. Holders need to have their brokers contact our transfer
agent in order to separate the units into shares of Class A common stock and warrants.


 


Common
Stock


 


Class
A common stock


 


Holders
of record of the Company’s Class A common stock are entitled to one vote for each share held on all matters to be voted
on by stockholders. Holders of our Class B common stock have the right to elect all of our directors prior to the consummation
of our initial business combination. On any other matter submitted to a vote of our stockholders, holders of our Class B common
stock and holders of our Class A common stock vote together as a single class, except as required by law. Unless specified in
our amended and restated certificate of incorporation or bylaws, or as required by applicable provisions of the DGCL or applicable
stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any
such matter voted on by our stockholders. The board of directors is divided into two classes, each of which will generally serve
for a term of two years with only one class of directors being elected in each year. There is no cumulative voting with respect
to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors
can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board
of directors out of funds legally available therefor.


 


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


 






     


     


    

 


We
will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the consummation of
our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, as of two business days prior to the consummation of our initial business combination, including interest earned on the
funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding
public shares, subject to the limitations described herein.


 


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 representatives. Our sponsor, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares, placement shares and
any public shares held by them in connection with the completion of our business combination. Unlike many blank check companies
that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide
for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not
required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or
other legal reasons, we will, pursuant to our 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 consummating our initial business
combination. Our amended and restated certificate of incorporation requires these tender offer documents to contain substantially
the same financial and other information about the initial business combination and the redemption rights as is required under
the SEC’s proxy rules. If, however, stockholder approval of the transaction is required by law, or we decide to obtain stockholder
approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction
with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval,
we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted
in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares
of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock
of the Company entitled to vote at such meeting. However, the participation of our sponsor, officers, directors, advisors or their
affiliates in privately-negotiated transactions, if any, could result in the approval of our business combination even if
a majority of our public stockholders vote, or indicate their intention to vote, against such business combination. For purposes
of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the
approval of our business combination once a quorum is obtained. We intend to give not less than 10 days nor more than 60 days
prior written notice of any such meeting, if required, at which a vote will be taken to approve our business combination. These
quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate
our initial business combination.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our 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 more than an aggregate
of 15% of the shares of Class A common stock sold in the initial public offering, which we refer to as the Excess Shares. However,
we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against
our business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our business combination, and such stockholders could suffer a material loss in their investment if they sell such
Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the
Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to hold that number of
shares exceeding 15% and, in order to dispose of such shares would be required to sell their stock in open market transactions,
potentially at a loss.


 


If
we seek stockholder approval in connection with our business combination, our sponsor, officers and directors have agreed to vote
their founder shares, placement shares and any public shares purchased during or after the initial public offering in favor of
our initial business combination. Additionally, each public stockholder may elect to redeem its public shares irrespective of
whether they vote for or against the proposed transaction (subject to the limitation described in the preceding paragraph).


 






    2


     


    

 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our business combination by September 29,
2022, 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 (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. Our initial stockholders have agreed to waive their rights to
liquidating distributions from the trust account with respect to any founder shares and placement shares held by them if we fail
to complete our business combination by September 29, 2022. However, if our initial stockholders acquire public shares in or after
the initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public
shares if we fail to complete our business combination within the prescribed time period.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is
made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with
the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in
the trust account, upon the completion of our initial business combination, subject to the limitations described herein.


 


Class
B common stock


 


There
are 7,870,000 shares of our Class B common stock, or founder shares, outstanding. Our sponsor purchased an aggregate of 610,000
placement shares contained in the placement units in a private placement that occurred simultaneously with the completion of the
initial public offering. The founder shares and placement shares are each identical to the shares of Class A common stock included
in the units, and holders of founder shares or placement shares have the same stockholder rights as public stockholders, except
that (i) only holders of the founder shares have the right to vote on the election of directors prior to our initial business
combination; (ii) the founder shares and placement shares are subject to certain transfer restrictions, and (iii) each holder
of founder shares has agreed, and each purchaser of placement units has agreed, to waive his, her or its redemption rights with
respect to his, her or its founder shares and placement shares, (A) in connection with the consummation of a business combination,
(B) in connection with a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination by September
29, 2022, (C) if we fail to consummate our initial business combination by September 29, 2022 and (D) upon our liquidation prior
to September 29, 2022. To the extent holders of founder shares or purchasers of placement units transfer any of these securities,
such transferees will agree, as a condition to such transfer, to waive these same redemption rights. If we submit our initial
business combination to our public stockholders for a vote, our sponsor and the other initial holders have agreed, and our officers
and directors have agreed, to vote their respective founder shares, placement shares and any public shares held by them in favor
of our initial business combination.


 


The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business
combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock
or equity-linked securities are issued or deemed issued in excess of the amounts offered in the initial public offering and related
to the closing of the business combination, the ratio at which shares of Class B common stock shall convert into shares of Class
A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive
such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable
upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis 25% of the sum of
the total number of all shares of common stock issued and outstanding upon completion of the initial public offering, including
placement shares, plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with
our initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in our
initial business combination.


 






    3


     


    

 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors
and other persons or entities affiliated with our initial holders, each of whom will be subject to the same transfer restrictions)
 (i) with respect to 25% of such shares, until consummation of our initial business combination, (ii) with respect to 25%
of such shares, until the closing price of our Class A common stock exceeds $12.00 for any 20 trading days within a 30-trading day
period following the consummation of our initial business combination, (iii) with respect to 25% of such shares, until the closing
price of our Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation
of our initial business combination, and (iv) with respect to 25% of such shares, until the closing price of our Class A common
stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business
combination or earlier, in any case, if, following a business combination, we complete a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their
shares of common stock for cash, securities or other property..


 


Preferred
Stock


 


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


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one whole 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 12 months from the closing of the initial
public offering or 30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrant
holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant
may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and
only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade
a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New
York City time, or earlier upon redemption or liquidation.


 


We
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise for cash of a warrant and will have
no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares
of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our
satisfying our obligations described below with respect to registration. No warrant will be exercisable and we will not be obligated
to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise
has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder
of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire
worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective
for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit
solely for the share of Class A common stock underlying such unit.


 






    4


     


    

 


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business
combination, we will use our reasonable best efforts to file, and within 60 business days following our initial business combination
to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Class A
common stock issuable upon exercise of the warrants. We will use our best efforts to maintain the effectiveness of such registration
statement and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of
the Warrant Agreement. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not
listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section
18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will
not be required to file or maintain in effect a registration statement, but we will be required to use our best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


Once
the warrants become exercisable, we may call the warrants for redemption:


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 


		●	upon
not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;
and



 


		●	if,
and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like)for any 20 trading days within a 30 trading day period
ending three business days before we send the notice of redemption to the warrant holders.



 


If
and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws.


 


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


 


If
we call the warrants for redemption for cash as described above, our management will have the option to require any holder that
wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise
their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number
of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class
A common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants
would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the
excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the fair market value.
The “fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If
our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the
number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair market value”
in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the
dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from
the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management
does not take advantage of this option, our sponsor and its permitted transferees would still be entitled to exercise their private
placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have
been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more
detail below.


 






    5


     


    

 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have
the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.8% or 9.8% (or such other amount
as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.


 


If
the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common
stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend,
split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be increased
in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common
stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a
stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common
stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are
convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share
of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights
offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class
A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount
payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A common stock
as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class
A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other
shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary
cash dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial
business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in connection with a stockholder
vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem
100% of our Class A common stock if we do not complete our initial business combination by November 20, 2020, or (e) in connection
with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise
price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market
value of any securities or other assets paid on each share of Class A common stock in respect of such event.


 


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


 


Whenever
the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the
warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction
(x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants
immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so
purchasable immediately thereafter.


 






    6


     


    

 


In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above
or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of
us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that
does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of
any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially
as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our Class
A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind
and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have
received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable
by the holders of Class A common stock in such a transaction is payable in the form of common stock in the successor entity that
is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so
listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises
the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as
specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant.


 


The
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder
to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then
outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.


 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes
in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20
per share (with such issue price or effective issue price to be determined in good faith by us and in the case of any such issuance
to our sponsors or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates,
as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances
represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of our initial business
combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average
trading price of our shares of Class A common stock during the 20 trading day period starting on the trading day prior to the
day on which we complete our initial business combination (such price, the “Market Value”) is below $9.20 per share,
the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value
and the Newly Issued Price, 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 Newly Issued Price.


 


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


 


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


 






    7


     


    

 


Placement
Warrants 


 


The
placement warrants (including the warrants included in the units that may be issued upon conversion of working capital loans and
the Class A common stock issuable upon exercise of the placement warrants) are not transferable, assignable or salable until 30
days after the completion of our initial business combination (subject to limited exceptions) and they are not redeemable by us
so long as they are held by our sponsor or its permitted transferees. Otherwise, the placement warrants have terms and provisions
that are identical to those of the warrants sold as part of the units in the initial public offering, including as to exercise
price, exercisability and exercise period. If the placement warrants are held by holders other than the sponsor or its permitted
transferees, the placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants
included in the units sold in the initial public offering. Each of the warrants included in the units that may be issued upon
conversion of working capital loans shall be identical to the placement warrants.


 


If
holders of the placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of
the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value”
(defined below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall
mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day
prior to the date on which the notice of warrant exercise is sent to the warrant agent.


 


In
order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of
our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Such loans
may be convertible into units, at a price of $10.00 per unit at the option of the lender. The units would be identical to the
placement units.


 


Our
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains requirements and restrictions relating to the initial public offering
that will apply to us until the consummation of our initial business combination. These provisions cannot be amended without the
approval of the holders of 65% of our common stock. Our initial stockholders 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 are unable to consummate our initial business combination by September 29, 2022, we will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to
lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on funds held in the trust account and not previously released
to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law;



 


		●	prior
to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof
to (i) receive funds from the trust account or (ii) vote on any initial business combination;



 


		●	although
we do not intend to enter into a business combination with a target business that is affiliated with our sponsor, our directors
or our officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting
firm, that such a business combination is fair to our company from a financial point of view;



 






    8


     


    

 


		●	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 consummating 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;



 


		●	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 our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable 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 (i) to modify the substance or
timing of our obligation to redeem 100% of our public shares if we do not complete our business combination by September 29, 2022
or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity,
we will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock
upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by
the number of then outstanding public shares; and



 


		●	we
will not consummate 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 upon consummation of our initial business
combination.


 


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


 


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


 


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



 


		●	an
affiliate of an interested stockholder; or



 


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



 


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


 


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



 


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



 


		●	on
or subsequent to the date of the transaction, the 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.



 






    9


     


    

 


Our
amended and restated certificate of incorporation provides that our board of directors is classified into two 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 (including
a specified future issuance) 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, 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) any action arising under the Securities Act, as to which the Court
of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought
outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s
counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law
in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it
is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders
will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.


 


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.


 


Special
meeting of stockholders


 


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


 






    10


     


    

 


Advance
notice requirements for stockholder proposals and director nominations


 


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


 


Action
by written consent


 


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


 


Classified
Board of Directors


 


Our
board of directors is divided into two classes, Class I and Class II, with members of each class serving staggered two-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 Class B common stock remain outstanding, we may not, without the prior vote or written consent of the
holders of a majority of the shares of Class B common stock then outstanding, voting separately as a single class, amend, alter
or repeal any provision 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 Class B common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stock having not less than
the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class
B common stock were present and voted.


 


 


11