Exhibit 4.2


 


 


DESCRIPTION OF SECURITIES REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


As of December 31, 2020, Starboard Value
Acquisition Corp. (the “company,” “we,” “us” or “our”) had the following classes
of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(1) units, each consisting of one share of Class A common stock, one-sixth of one redeemable warrant (the “detachable redeemable
warrants”) and a contingent right to receive at least one-sixth of one redeemable warrant following the initial business
combination redemption time under certain circumstances and subject to adjustment as further described below (the “distributable
redeemable warrants” and, together with the detachable redeemable warrants, the “redeemable warrants”), (2) shares
of Class A common stock, par value $0.0001 per share, and (3) redeemable warrants, each whole warrant exercisable for one share
of Class A common stock at an exercise price of $11.50. Our units, Class A common stock and redeemable warrants are listed on The
Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “SVACU,” “SVAC,” and “SVACW,”
respectively. The following description summarizes the material terms of our registered securities. Because it is only a summary,
it may not contain all the information that is important to you.


 


Certain Terms


 


Unless otherwise stated in this exhibit
or the context otherwise requires, references to:


 


		·	“common stock” are to our Class A common stock and our Class B common stock, collectively;



 


		·	“distribution time” are to the time at which the distributable redeemable warrants and the private placement warrants,
if any, to the forward purchasers will be distributed, which will occur immediately after the initial business combination redemption
time and immediately prior to the closing of our initial business combination;



 


		·	“forward purchase agreement” are to an agreement entered into on September 9, 2020 providing for the sale of our
Class A common stock and private placement warrants to the forward purchasers and their permitted transferees in a private placement
that will close simultaneously with the closing of our initial business combination;



 


		·	“forward purchase shares” are to the shares of our Class A common stock to be issued pursuant to the forward purchase
agreement;



 


		·	“forward purchasers” are to those certain Starboard Value LP (“Starboard”) clients that entered into
the forward purchase agreement;



 


		·	“founder shares” are to shares of our Class B common stock initially purchased by our sponsor in a private placement
prior to our initial public offering, and the shares of our Class A common stock issued upon the conversion thereof as provided
herein;



 


		·	“initial business combination redemption time” are to the time at which we redeem the shares of Class A common
stock that the holders thereof have elected to redeem in
connection with our initial business combination, which will occur prior to the consummation of our initial business combination;



 



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		·	“initial stockholders” are to holders of our founder shares prior to our initial public offering;



 


		·	“management” or our “management team” are to our executive officers and directors;



 


		·	“private placement warrants” are to the warrants issued to (i) our sponsor in a private placement simultaneously with
the closing of our initial public offering and (ii) to the forward purchasers, if any, at the distribution time;



 


		·	“public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering
(whether purchased in our initial public offering or thereafter in the open market);



 


		·	“public stockholders” are to the holders of our public shares, including our initial stockholders and management
team to the extent our initial stockholders and/or members of our management team purchase public shares, provided that each initial
stockholder’s and member of our management team’s status as a “public stockholder” shall only exist with
respect to such public shares; and



 


		·	“sponsor” are to SVAC Sponsor, LLC, a Delaware limited liability company.



 


General


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000
shares of Class B common stock, $0.0001 par value, 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-sixth of one detachable redeemable warrant and the contingent right to receive at least one-sixth of one
distributable redeemable warrant following the initial business combination redemption time under certain circumstances and subject
to adjustment as further described in this exhibit. Each whole redeemable 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 registration statement
on Form S-1 (No. 333-248094). A warrant holder may exercise its warrants only for a whole number of shares of the company’s
Class A common stock. This means only a whole redeemable warrant may be exercised at any given time by a warrant holder.


 


The Class A common stock and redeemable
warrants began separate trading on November 2, 2020. Holders of the units 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 detachable redeemable warrants. No fractional warrants will be issued upon separation
of the units and only whole warrants will trade. Accordingly, unless you purchase at least six units, you will not be able to
receive or trade a whole detachable redeemable warrant.


 




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The contingent right to receive distributable
redeemable warrants will remain attached to the shares of Class A common stock sold in our initial public offering, will not be
separately transferrable, assignable or salable, and will not be evidenced by any form of certificate or instrument. Once our distributable
redeemable warrants are issued, such warrants will be fungible with our detachable redeemable warrants. The distributable redeemable
warrants are expected to be eligible for trading on the day that they are distributed, and will be fully fungible with and trade
under the same stock symbol as our detachable redeemable warrants.


 


Common Stock 


 


Upon the closing of our initial public offering,
there were 50,529,316 shares of our common stock outstanding, consisting of:


 


		·	40,423,453 shares of our Class A common stock underlying the units offered in our initial public offering; and



 


		·	10,105,863 shares of Class B common stock held by our initial stockholders.



 


Common 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 B common stock have the right
to elect all of our directors prior to the consummation of our initial business combination. In addition, prior to the completion
of an initial business combination, holders of our Class B common stock 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 if approved by the holders of at
least 90% of our common stock entitled to vote thereon. 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 will vote together as a single class, except as required by applicable
law or stock exchange rule. Unless specified in our amended and restated certificate of incorporation or bylaws, or as required
by applicable law or 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 (other than the election of directors). There is no cumulative voting with
respect to the election of 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 200,000,000 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 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 initial business combination.


 


In accordance with 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 Nasdaq. Under Section 211(b) of the Delaware General Corporation Law of Delaware (the “DGCL”), we are, however,
required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws unless
such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect
new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section
211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to
the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to
the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.


 




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We will provide our public stockholders
with the opportunity to redeem all or a portion of their shares upon the completion of our initial business combination at a per
share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior
to the consummation of our initial business combination, including interest (net of amounts withdrawn to pay our taxes (“permitted
withdrawals”)), divided by the number of then outstanding public shares, subject to the limitations described herein. The
amount in the trust account is initially anticipated to be $10.00 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 right will include the requirement that any beneficial owner on whose behalf a redemption right is being exercised
must identify itself in order to validly redeem its shares. Our sponsor, officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public
shares held by them in connection with the completion of our initial business combination. Permitted transferees of our sponsor,
officers or directors will be subject to the same obligations. 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 applicable law or stock
exchange listing requirements, if a stockholder vote is not required by applicable law or stock exchange listing requirements
and we do not decide to hold a stockholder vote for business or other reasons, we will, pursuant to our amended and restated certificate
of incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”),
and file tender offer documents with the SEC prior to completing 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, a stockholder
approval of the transaction is required by applicable law or stock exchange rules, or we ​decide to obtain stockholder approval
for business or other 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, unless a different vote
is required by applicable law or stock exchange rules, 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. Unless otherwise required by applicable
law or stock exchange rules, 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 any
of their respective affiliates in privately-negotiated transactions, if any, could result in the approval of our initial business
combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination.
For purposes of seeking approval of the majority of our outstanding shares of common stock, non-votes will have no effect on the
approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less
than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve
our initial business combination. These quorum and voting thresholds and agreements may make it more likely that we will consummate
our initial business combination.


 




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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 more than an aggregate of 15% of the shares sold in our
initial public offering, without our prior consent, which we refer to as the “Excess Shares.” However, we would not
be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial
business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell
such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to
the Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to hold that number
of shares exceeding 15% and, in order to dispose such shares would be required to sell their stock in open market transactions,
potentially at a loss.


 


If we seek stockholder approval in connection
with our initial business combination, our initial stockholders, officers and directors have (and their permitted transferees,
as applicable, will agree) agreed to vote any founder shares and any public shares held by them in favor of our initial business
combination. Additionally, each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective
of whether they vote for or against the proposed transaction.


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination within 24 months from the closing of our initial
public offering, we will: (1) cease all operations, except for the purpose of winding up; (2) 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 (net of permitted
withdrawals and 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 (3) 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, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them
if we fail to complete our initial business combination within 24 months from the closing of our initial public offering. However,
if our sponsor or any of our officers or directors acquires public shares after our 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 initial business
combination within 24 months from the closing of our initial public offering.


 




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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 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 on deposit in the trust account as of two business days prior to
the consummation of our initial business combination, including interest (net of permitted withdrawals), upon the completion of
our initial business combination, subject to the limitations described herein.


 


Founder Shares 


 


The founder shares are identical to the
shares of Class A common stock included in the units sold in our initial public offering, except that: (1) only holders of the
founder shares have the right to vote on the election of directors prior to our initial business combination; (2) the founder
shares are subject to certain transfer restrictions, as described in more detail below; (3) our sponsor, officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to: (a) waive their redemption rights with respect
to any founder shares and any public shares held by them in connection with the completion of our initial business combination,
(b) waive their redemption rights with respect to any founder shares and public shares held by them in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation to (A) modify the substance or timing of
our obligation to provide holders of our Class A common stock the right to have their shares redeemed or to provide for the redemption
of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not
consummated our initial business combination within 24 months from the closing of our initial public offering, or with (B) respect
to any other material provision relating to stockholder rights or pre-initial business combination activity; and (c) waive their
rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete
our initial business combination within 24 months 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 fail to complete our initial
business combination within 24 months from the closing of our initial public offering); (4) the founder shares are automatically
convertible into shares of our Class A common stock at the time of our initial business combination on a one-for-one basis, subject
to adjustment pursuant to certain anti-dilution rights, as described herein; and (5) the holders of founder shares are entitled
to registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders,
officers and directors have agreed (and their permitted transferees, as applicable, will agree) to vote any founder shares and
any public shares held by them in favor of our initial business combination.


 




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The shares of Class B common stock will
automatically convert into shares of Class A common stock at the time of our initial business combination on a one-for-one basis,
subject to adjustment 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 sold in our initial public offering and related to the closing of our initial
business combination (other than the forward purchase shares or private placement warrants delivered pursuant to the forward purchase
agreement), 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 anti-dilution adjustment
with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion
of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares
of common stock outstanding upon completion of our initial public offering plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with our initial business combination (net of the number of shares of Class A
common stock redeemed in connection with our initial business combination), excluding the forward purchase shares and private placement
warrants delivered pursuant to the forward purchase agreement, any shares or equity-linked securities issued, or to be issued,
to any seller in our initial business combination and any private placement warrants issued upon the conversion of working capital
loans made to us. We cannot determine at this time whether a majority of the holders of our Class B common stock at the time of
any future issuance would agree to waive such adjustment to the conversion ratio. They may waive such adjustment due to (but not
limited to) the following: (i) closing conditions which are part of the agreement for our initial business combination; (ii) negotiation
with Class A stockholders on structuring our initial business combination; or (iii) negotiation with parties providing financing
which would trigger the anti-dilution provisions of the Class B common stock. If such adjustment is not waived, the future issuance
would not reduce the percentage ownership of holders of our Class B common stock but would reduce the percentage ownership of holders
of our Class A common stock. If such adjustment is waived, the future issuance would reduce the percentage ownership of holders
of both classes of our common stock. The issuance of the forward purchase shares and private placement warrants delivered pursuant
to the forward purchase agreement will not result in such an adjustment to the conversion ratio of our Class B common stock. Holders
of founder shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common
stock, subject to adjustment as provided above, at any time. The term “equity-linked securities” refers to any debt
or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issued in a financing
transaction in connection with our initial business combination, including but not limited to a private placement of equity or
debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable
upon the conversion or exercise of convertible securities, warrants or similar securities.


 


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 sponsor and other permitted transferees, each of whom are subject to the same transfer restrictions) until the earlier
of  (A) one year after the completion of our initial business combination, (B) subsequent to our initial business combination,
if the closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after our initial business combination, and (C) following the completion of our initial business combination, such future
date on which we complete a liquidation, merger, 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.


 




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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 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. No shares of preferred stock were issued or registered in our initial public offering.


 


Contingent Right 


 


We refer to the right attached to each share
of Class A common stock sold in our initial public offering to receive a dividend of distributable redeemable warrants as a contingent
right. Whether any distributable redeemable warrants are distributed in respect of a share of Class A common stock is contingent
upon such share of Class A common stock not being redeemed in connection with our initial business combination, and the number
of distributable redeemable warrants to be distributed in respect of each unredeemed share of Class A common stock upon such distribution
is contingent upon the aggregate number of shares of Class A common stock that are redeemed. The contingent right to receive distributable
redeemable warrants will remain attached to our Class A common stock, will not be separately transferable, assignable or salable,
and will not be evidenced by any form of certificate or instrument.


 


Redeemable Warrants 


 


Our redeemable warrants include our detachable
redeemable warrants and our distributable redeemable warrants. Each unit issued in our initial public offering includes one-sixth
of one detachable redeemable warrant and the contingent right to receive at least one-sixth of one redeemable warrant following
the initial business combination redemption time under certain circumstances and subject to adjustment as further described in
this exhibit.


 




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Our
amended and restated certificate of incorporation provides that, at the distribution time, we will effect a distribution of a number
of warrants equal to the number of units issued in our initial public offering multiplied by one-sixth (i.e., 6,737,242 warrants)
(the “Aggregate Warrant Amount”) as follows: (i) to the extent that no public stockholders redeem their public shares
in connection with the initial business combination, each public stockholder will receive one-sixth of one distributable redeemable
warrant per public share and (ii) to the extent that any public stockholders redeem any of their public shares in connection with
the initial business combination, then (A) one-sixth of one distributable redeemable warrant will be distributed per each remaining
public share and (B) the warrants in an amount equal to the Aggregate Warrant Amount less the number of warrants distributed pursuant
to the foregoing clause (A) will be distributed on a pro rata basis to (x) the holders of the remaining public shares based on
their percentage of Class A common stock held after redemptions and the issuance of any forward purchase shares, as distributable
redeemable warrants and (y) the holders of the forward purchase shares based on their percentage of Class A common stock held after
redemptions and the issuance of any forward purchase shares, as private placement warrants. Public stockholders who exercise their
redemption rights are not entitled to receive any distribution of distributable redeemable warrants in respect of such redeemed
public shares. The distribution time will be immediately after the initial business combination redemption time and immediately
prior to the closing of our initial business combination.


 


Each whole redeemable 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 12 months from the closing of our initial public offering and 30 days
after the completion of our initial business combination. Pursuant to the warrant agreement, dated September 9, 2020, between Continental
Stock Transfer & Trust Company, as warrant agent, and us, a warrant holder may exercise its redeemable warrants only for a
whole number of shares of Class A common stock. This means only a whole warrant may be exercised at a 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 six units, you will not be able to receive or trade a whole detachable redeemable warrant. The number of shares
of Class A common stock that a public stockholder must hold to receive a whole distributable redeemable warrant at the distribution
time will depend on the number of shares of Class A common stock issued in our initial public offering that remain outstanding
after any redemptions of such shares in connection with our initial business combination. The redeemable 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 of a redeemable warrant and will have no obligation to settle such warrant
exercise unless a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering
the issuance of the shares of Class A common issuable upon exercise of the redeemable warrants is then effective and a current
prospectus relating to those shares of Class A common stock is available, subject to our satisfying our obligations described
below with respect to registration. No redeemable warrant will be exercisable for cash or on a cashless basis, and we will not
be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise
is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration
is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a
redeemable 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 the event that a registration statement is not effective for the exercised redeemable 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. ​


 




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We have agreed that as soon as practicable,
but in no event later than 15 business days after the closing of our initial business combination, we will use our reasonable best
efforts to file with the SEC, and within 60 business days following our initial business combination to have declared effective,
a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the redeemable warrants
and to maintain a current prospectus relating to those shares of Class A common stock until the redeemable warrants expire or are
redeemed. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a redeemable 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 redeemable 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 will use our reasonable best efforts to qualify the shares
under applicable blue sky laws to the extent an exemption is not available.


 


Redemption of warrants for cash when
the price per share of Class A common stock equals or exceeds $18.00 per share. Once the warrants become exercisable, we
may call the redeemable warrants for redemption:


 


		·	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, or the 30-day redemption period, to each warrant holder;
and



 


		·	if, and only if, the last sale price of our 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 on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.



 


If and when the redeemable 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 redeemable warrants, each
warrant holder will be entitled to exercise his, her or its redeemable 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 well as the $11.50 warrant exercise
price after the redemption notice is issued.


 




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Redemption of warrants when the price
per share of Class A common stock equals or exceeds $10.00 per share. Commencing 90 days after the warrants become exercisable,
we may redeem the outstanding warrants (including both redeemable warrants and private placement warrants):


 


		·	in whole and not in part;



 


		·	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able
to exercise their warrants prior to redemption and receive that number of shares of Class A common stock determined by reference
to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined
below) except as otherwise described below;



 


		·	if, and only if, the last sale price of our Class A common
stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) on the trading day prior to the date on which we send the notice of redemption to the warrantholders;



 


		·	if, and only if, the private placement warrants issued to the sponsor at the closing of our initial public offering and the
private placement warrants to be issued pursuant to the forward purchase agreement are also concurrently called for redemption
at the same price (equal to a number of shares of Class A common stock) as the outstanding redeemable warrants, as described above;
and



 


		·	if and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable
upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice
of redemption is given, or an exemption from registration is available.



 


The numbers in the table below represent
the number of shares of Class A common stock that a warrant holder will receive upon redemption by us pursuant to this redemption
feature, based on the “fair market value” of our Class A common stock on the corresponding redemption date (assuming
holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), and the number of months that
the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below.


 


The stock prices set forth in the column
headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant
is adjusted as set forth in the first three paragraphs under the heading “—Anti-dilution adjustments” below.
The adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied
by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such
adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number
of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise
of a warrant.


 




    	 	11	 



    	 



    

  


	Fair
market value of Class A common stock
	Redemption date

(period to expiration of warrants)	​	​	​	$	10.00	​	​	​	​	$	11.00	​	​	​	​	$	12.00	​	​	​	​	$	13.00	​	​	​	​	$	14.00	​	​	​	​	$	15.00	​	​	​	​	$	16.00	​	​	​	​	$	17.00	​	​	​	​	$	18.00	​	​
	57 months	​	​	​	​	0.257	​	​	​	​	​	0.277	​	​	​	​	​	0.294	​	​	​	​	​	0.310	​	​	​	​	​	0.324	​	​	​	​	​	0.337	​	​	​	​	​	0.348	​	​	​	​	​	0.358	​	​	​	​	​	0.365	​	​
	54 months	​	​	​	​	0.252	​	​	​	​	​	0.272	​	​	​	​	​	0.291	​	​	​	​	​	0.307	​	​	​	​	​	0.322	​	​	​	​	​	0.335	​	​	​	​	​	0.347	​	​	​	​	​	0.357	​	​	​	​	​	0.365	​	​
	51 months	​	​	​	​	0.246	​	​	​	​	​	0.268	​	​	​	​	​	0.287	​	​	​	​	​	0.304	​	​	​	​	​	0.320	​	​	​	​	​	0.333	​	​	​	​	​	0.346	​	​	​	​	​	0.357	​	​	​	​	​	0.365	​	​
	48 months	​	​	​	​	0.241	​	​	​	​	​	0.263	​	​	​	​	​	0.283	​	​	​	​	​	0.301	​	​	​	​	​	0.317	​	​	​	​	​	0.332	​	​	​	​	​	0.344	​	​	​	​	​	0.356	​	​	​	​	​	0.365	​	​
	45 months	​	​	​	​	0.235	​	​	​	​	​	0.258	​	​	​	​	​	0.279	​	​	​	​	​	0.298	​	​	​	​	​	0.315	​	​	​	​	​	0.330	​	​	​	​	​	0.343	​	​	​	​	​	0.356	​	​	​	​	​	0.365	​	​
	42 months	​	​	​	​	0.228	​	​	​	​	​	0.252	​	​	​	​	​	0.274	​	​	​	​	​	0.294	​	​	​	​	​	0.312	​	​	​	​	​	0.328	​	​	​	​	​	0.342	​	​	​	​	​	0.355	​	​	​	​	​	0.364	​	​
	39 months	​	​	​	​	0.221	​	​	​	​	​	0.246	​	​	​	​	​	0.269	​	​	​	​	​	0.290	​	​	​	​	​	0.309	​	​	​	​	​	0.325	​	​	​	​	​	0.340	​	​	​	​	​	0.354	​	​	​	​	​	0.364	​	​
	36 months	​	​	​	​	0.213	​	​	​	​	​	0.239	​	​	​	​	​	0.263	​	​	​	​	​	0.285	​	​	​	​	​	0.305	​	​	​	​	​	0.323	​	​	​	​	​	0.339	​	​	​	​	​	0.353	​	​	​	​	​	0.364	​	​
	33 months	​	​	​	​	0.205	​	​	​	​	​	0.232	​	​	​	​	​	0.257	​	​	​	​	​	0.280	​	​	​	​	​	0.301	​	​	​	​	​	0.320	​	​	​	​	​	0.337	​	​	​	​	​	0.352	​	​	​	​	​	0.364	​	​
	30 months	​	​	​	​	0.196	​	​	​	​	​	0.224	​	​	​	​	​	0.250	​	​	​	​	​	0.274	​	​	​	​	​	0.297	​	​	​	​	​	0.316	​	​	​	​	​	0.335	​	​	​	​	​	0.351	​	​	​	​	​	0.364	​	​
	27 months	​	​	​	​	0.185	​	​	​	​	​	0.214	​	​	​	​	​	0.242	​	​	​	​	​	0.268	​	​	​	​	​	0.291	​	​	​	​	​	0.313	​	​	​	​	​	0.332	​	​	​	​	​	0.350	​	​	​	​	​	0.364	​	​
	24 months	​	​	​	​	0.173	​	​	​	​	​	0.204	​	​	​	​	​	0.233	​	​	​	​	​	0.260	​	​	​	​	​	0.285	​	​	​	​	​	0.308	​	​	​	​	​	0.329	​	​	​	​	​	0.348	​	​	​	​	​	0.364	​	​
	21 months	​	​	​	​	0.161	​	​	​	​	​	0.193	​	​	​	​	​	0.223	​	​	​	​	​	0.252	​	​	​	​	​	0.279	​	​	​	​	​	0.304	​	​	​	​	​	0.326	​	​	​	​	​	0.347	​	​	​	​	​	0.364	​	​
	18 months	​	​	​	​	0.146	​	​	​	​	​	0.179	​	​	​	​	​	0.211	​	​	​	​	​	0.242	​	​	​	​	​	0.271	​	​	​	​	​	0.298	​	​	​	​	​	0.322	​	​	​	​	​	0.345	​	​	​	​	​	0.363	​	​
	15 months	​	​	​	​	0.130	​	​	​	​	​	0.164	​	​	​	​	​	0.197	​	​	​	​	​	0.230	​	​	​	​	​	0.262	​	​	​	​	​	0.291	​	​	​	​	​	0.317	​	​	​	​	​	0.342	​	​	​	​	​	0.363	​	​
	12 months	​	​	​	​	0.111	​	​	​	​	​	0.146	​	​	​	​	​	0.181	​	​	​	​	​	0.216	​	​	​	​	​	0.250	​	​	​	​	​	0.282	​	​	​	​	​	0.312	​	​	​	​	​	0.339	​	​	​	​	​	0.363	​	​
	9 months	​	​	​	​	0.090	​	​	​	​	​	0.125	​	​	​	​	​	0.162	​	​	​	​	​	0.199	​	​	​	​	​	0.237	​	​	​	​	​	0.272	​	​	​	​	​	0.305	​	​	​	​	​	0.336	​	​	​	​	​	0.362	​	​
	6 months	​	​	​	​	0.065	​	​	​	​	​	0.099	​	​	​	​	​	0.137	​	​	​	​	​	0.178	​	​	​	​	​	0.219	​	​	​	​	​	0.259	​	​	​	​	​	0.296	​	​	​	​	​	0.331	​	​	​	​	​	0.362	​	​
	3 months	​	​	​	​	0.034	​	​	​	​	​	0.065	​	​	​	​	​	0.104	​	​	​	​	​	0.150	​	​	​	​	​	0.197	​	​	​	​	​	0.243	​	​	​	​	​	0.286	​	​	​	​	​	0.326	​	​	​	​	​	0.361	​	​
	0 months	​	​	​	​	—	​	​	​	​	​	—	​	​	​	​	​	0.042	​	​	​	​	​	0.115	​	​	​	​	​	0.179	​	​	​	​	​	0.233	​	​	​	​	​	0.281	​	​	​	​	​	0.323	​	​	​	​	​	0.361	​	​


  




    	 	12	 



    	 



    

 


The
 “fair market value” of our Class A common stock shall mean the average reported last sale price of our 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.


 


The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the
redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each
warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and
lower fair market values and the earlier and later redemption dates, as applicable, based on a 365-day year. For example, if the
average reported last sale price of our Class A common stock for the 10 trading days ending on the third trading date prior to
the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are
57 months until the expiration of the warrants, we may choose to, pursuant to this redemption feature, redeem the warrants at a
 “redemption price” of 0.277 shares of Class A common stock for each whole warrant. For an example where the exact fair
market value and redemption date are not as set forth in the table above, if the average reported last sale price of our Class
A common stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is
sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants,
we may choose to, pursuant to this redemption feature, redeem the warrants at a “redemption price” of 0.298 shares
of Class A common stock for each whole warrant. In no event will the warrants be exercisable in connection with this redemption
feature for more than 0.365 shares of Class A common stock per warrant. Finally, as reflected in the table above, we can redeem
the warrants for no consideration in the event that the warrants are “out of the money” (i.e. the trading price of
our Class A common stock is below the exercise price of the warrants) and about to expire.


 


This redemption feature differs from the
typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants
for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share
for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed
when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price of our Class
A common stock is below the exercise price of the warrants. We have established this redemption feature to provide us with the
flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption
of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00 per share.” Holders choosing
to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares
representing fair value for their warrants, based on a Black-Scholes option pricing model with a fixed volatility input as of
the date of the final prospectus related to our initial public offering. This redemption right provides us with an additional
mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the
warrants would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the redemption
price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption
of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when
we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the
warrant holders.


 




    	 	13	 



    	 



    

 


As stated above, we can redeem the warrants
when the Class A common stock is trading at a price starting at $10.00, which is below the exercise price of  $11.50, because
it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity
to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the
Class A common stock is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving
fewer shares of Class A common stock than they would have received if they had chosen to wait to exercise their warrants for shares
of Class A common stock if and when such shares of Class A common stock were trading at a price higher than the exercise price
of  $11.50. No fractional shares of Class A common stock will be issued upon redemption. If, upon redemption, a holder would
be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of shares of Class A common
stock to be issued to the holder. Any redemption of the warrants for shares of Class A common stock will apply to both the redeemable
warrants and the private placement warrants.


 


Redemption procedures and cashless
exercise. If we call the redeemable warrants for redemption as described above, our management will have the option to
require all holders that wish to exercise redeemable warrants to do so on a “cashless basis.” In determining whether
to require all holders to exercise their redeemable warrants on a “cashless basis,” our management will consider, among
other factors, our cash position, the number of redeemable 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 redeemable warrants. In such
event, each holder would pay the exercise price by surrendering the redeemable 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
redeemable warrants, multiplied by the excess of the “fair market value” (defined below) over the exercise price of
the redeemable warrants by (y) the fair market value. The “fair market value” shall mean the average reported last
sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to the holders of redeemable 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 redeemable 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 redeemable warrant redemption. We believe
this feature is an attractive option to us if we do not need the cash from the exercise of the redeemable warrants after our initial
business combination. If we call our redeemable 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 redeemable warrant holders would have been required to use had
all redeemable warrant holders been required to exercise their warrants on a cashless basis, as described in more detail below.


 


A holder of a warrant may notify us in
writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such redeemable
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% (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.


 




    	 	14	 



    	 



    

 


Anti-dilution adjustments.
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 (other than with respect to
the right of public stockholders to acquire the distributable redeemable warrants) 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  (1) 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 (2) one 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 (1) 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 (2) fair market value means the volume weighted average price of Class A common stock as reported during the ten 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 all or substantially
all 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 provide holders of our Class A common stock
the right to have their shares redeemed or to provide for the redemption of our public shares in connection with an initial business
combination or to redeem 100% of our Class A common stock if we do not complete our initial business combination within 24 months
from the closing of our initial public offering, or with respect to any other material provision relating to stockholder rights
or pre-initial business combination activity, (e) in connection with the redemption of our public shares upon our failure to complete
our initial business combination or (f) the issuance and distribution of the distributable redeemable warrants and any private
placement warrants to the forward purchasers, 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.


 




    	 	15	 



    	 



    

 


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


 


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


 


In 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, (i) in the case of any such issuance to our sponsor or its affiliates, without
taking into account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance, and (ii)
without taking into account (A) the transfer of founder shares or private placement warrants (including if such transfer is effectuated
as a surrender to us and subsequent reissuance by us) by our sponsor in connection with such issuance) or (B) any private placement
warrants issued pursuant to the forward purchase agreement (the “Newly Issued Price”), (y) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our
initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z)
the volume weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading
day prior to the day on which we consummate our initial business combination (such price, the “Market Value”) is below
$9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of
the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described under “—Redemption
of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00 per share” will be adjusted
(to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 







    	 	16	 



    	 



    




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. 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, and if a tender, exchange or redemption
offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in
connection with redemption rights held by stockholders of the company as provided for in the company’s amended and restated
certificate of incorporation or as a result of the redemption of shares of Class A common stock by the company if a proposed initial
business combination is presented to the stockholders of the company for approval) under circumstances in which, upon completion
of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1)
under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the
meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a
part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the outstanding shares of Class
A common stock, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to
which such holder would actually have been entitled as a stockholder if such warrant holder had exercised the warrant prior to
the expiration of such tender or exchange offer, accepted such offer and all of the Class A common stock held by such holder had
been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, 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 per share consideration minus Black-Scholes
Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide
additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants
pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants in order to determine
and realize the option value component of the warrant. This formula is to compensate the warrant holder for the loss of the option
value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event.
The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument
is available.


 







    	 	17	 



    	 



    




The warrants have been issued in registered
form under the warrant agreement. You should review a copy of the warrant agreement, which has been filed with the SEC, for a
description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants
may be amended without the consent of any holder to cure any ambiguity, mistake (including to conform the warrant agreement to
the description thereof herein) or correct any defective provision, but requires the approval by the holders of at least 50% of
the then outstanding redeemable warrants to make any change that adversely affects the interests of the registered holders of
redeemable warrants. The terms of the private placement warrants may not be amended without the consent of holders of at least
50% of the private placement warrants.


 


The warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the
reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price
(or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise
their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of
the warrants, each holder will be entitled to one 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 warrant agreement will be brought
and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York,
and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding
or claim. This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any
claim for which the federal district courts of the United States of America are the sole and exclusive forum.


 


Private Placement Warrants 


 


The private placement warrants (including
the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions 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 our sponsor)
and they will not be redeemable under certain redemption scenarios by us so long as they are held by our sponsor or its permitted
transferees or, in the case of any private placement warrants issued to the forward purchasers, held by our forward purchasers
or their permitted transferees. Our sponsor, or its permitted transferees, or in the case of any private placement warrants issued
to the forward purchasers, the forward purchasers or their permitted transferees, have the option to exercise the private placement
warrants on a cashless basis and will be entitled to certain registration rights. Otherwise, the private placement warrants have
terms and provisions that are identical to those of the warrants sold as part of the units in our initial public offering. If the
private placement warrants are held by holders other than our sponsor or its permitted transferees, or, in the case of any private
placement warrants issued to the forward purchasers, held by holders other than our forward purchasers or their permitted transferees,
the private placement warrants will be redeemable in all redemption scenarios by us and exercisable by the holders on the same
basis as the warrants included in the units sold in our initial public offering.


 




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If
holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of
the number of shares of Class A common stock underlying the warrants, multiplied by the 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 reported last sale price of the Class A common stock for the 10 trading days ending on the third trading day prior
to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants
will be exercisable on a cashless basis so long as they are held by our sponsor and its permitted transferees or, in the case of
any private placement warrants issued to the forward purchasers, held by holders other than our forward purchasers or their permitted
transferees, is because it is not known at this time whether they 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 prohibit insiders from selling our securities except during specific periods of time. Even during
such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or
she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants
and sell the shares of 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 finance transaction costs in
connection with an intended initial business combination, our sponsor, Starboard or our officers or directors may, but none of
them is obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned
amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close,
we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our
trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants at a
price of  $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants
issued to our sponsor.


 


Forward Purchase Securities 


 


We have entered into a forward purchase
agreement with the forward purchasers pursuant to which the forward purchasers will purchase forward purchase shares at a price
equal to $9.50 per share, in a private placement that will close simultaneously with the closing of our initial business combination.
At the closing, the forward purchasers will purchase the number of forward purchase shares from us that would result in net proceeds
in an aggregate amount necessary to satisfy the exercise of redemption rights by holders of our public shares in connection with
our initial business combination (the “Redemption Obligation”), subject to a maximum funding commitment by the forward
purchasers of  $100,000,000 (the “Maximum Backstop Commitment”). In addition, in connection with their purchase
of any forward purchase shares, the forward purchasers will acquire private placement warrants at the distribution time as further
described in this exhibit. The forward purchasers have agreed that they will not redeem any Class A common stock held by them
in connection with the initial business combination. The forward purchase shares are identical to the shares of Class A common
stock included in the units sold in our initial public offering, except that the forward purchase shares are subject to transfer
restrictions and certain registration rights, as described herein, and there is no contingent right to receive distributable redeemable
warrants attached to the forward purchase shares. Rather, in connection with their purchase of any forward purchase shares, the
forward purchasers will acquire private placement warrants as further described herein.


 




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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 our initial business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial
condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to a business
combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently
contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent 


 


The transfer agent for our common stock
and 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 liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts
performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct
or bad faith of the indemnified person or entity.


 


Our Amended and Restated Certificate of Incorporation 


 


Our amended and restated certificate of
incorporation contains certain requirements and restrictions relating to our initial public offering that apply to us until the
completion of our initial business combination. These provisions (other than amendments relating to the appointment of directors,
which require the approval of the holders of at least 90% of our common stock entitled to vote thereon) cannot be amended without
the approval of the holders of at least 65% of our common stock. Our initial stockholders, who collectively beneficially own 20%
of our common stock upon the closing of our initial public offering, may 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. Prior to an initial business combination,
we may not issue additional securities that can vote on amendments to our amended and restated certificate of incorporation. Specifically,
our amended and restated certificate of incorporation provides, among other things, that:


 


		·	if we are unable to complete our initial business combination within 24 months from the closing of our initial public offering,
we will: (1) cease all operations, except for the purpose of winding up; (2) 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 (net of permitted withdrawals and 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 (3) 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;



 




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		·	prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders
thereof to: (1) receive funds from the trust account; or (2) vote on any initial business combination, pre-initial business combination
activity or amendments to our amended and restated certificate of incorporation;



 


		·	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 seek to complete our initial business combination
with a company that is affiliated our sponsor, our officers or our directors, we, or a committee of independent and disinterested
directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA 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 applicable law or stock exchange rules and we
do not decide to hold a stockholder vote for business or other 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;



 


		·	if required by applicable stock-exchange rules, our initial business combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80% of the value of the trust account (excluding any deferred underwriting
discount and taxes payable on the income earned on the trust account);



 


		·	if our stockholders approve an amendment to our amended and restated certificate of incorporation to (A) modify the substance
or timing of our obligation to provide holders of our Class A common stock the right to have their shares redeemed or to provide
for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination within 24 months from the closing of our initial public offering, or (B)
with respect to any other material provision relating to stockholder 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 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 (net of permitted withdrawals), divided by the number of then outstanding
public shares; and



 




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



 


In addition, our 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, after payment of the deferred underwriting commissions, to be less than $5,000,001.


 


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


 


We have elected to be exempt from the restrictions
imposed under Section 203 of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions
providing that we may not engage in certain “business combinations” with any “interested stockholder” for
a three-year period following the time that such stockholder becomes an interested stockholder unless:


 


		·	prior to such time, our board of directors approved either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder;



 


		·	upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the
interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced (excluding certain
shares); or



 


		·	at or subsequent to such time, the business combination is approved by our board of directors and authorized at an annual or
special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding
voting stock not owned by the interested stockholder.



 


Generally, a “business combination”
includes a merger, asset or stock sale to the interested stockholder. Subject to certain exceptions, an “interested stockholder”
is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15%
or more of our voting stock.


 


Under some circumstances, this provision
will make it more difficult for a person who is an interested stockholder to effect various business combinations with us for a
three-year period.


 


Our amended and restated certificate of
incorporation provides that our sponsor and its various affiliates, successors and transferees will not be deemed to be “interested
stockholders” regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to this
provision.


 


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


 




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Exclusive forum for certain lawsuits 


 


Our amended and restated certificate of
incorporation requires (unless we consent in writing to the selection if an alternative forum), to the fullest extent permitted
by law, 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 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 action (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,
(C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) 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 does 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.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our amended and restated
certificate of incorporation provides that the Court of Chancery and the federal district court for the District of Delaware shall
have concurrent jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty as to whether
a court would enforce such provision, and our stockholders will not be deemed to have waived our compliance with the federal securities
laws and the rules and regulations thereunder.


 







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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, by our Chair or by stockholders who beneficially own 10% or more of our issued and outstanding common
stock entitled to vote.


 


Advance notice requirements for stockholder proposals and
director nominations 


 


Our bylaws provide for advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by
or at the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly
brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain
information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not later
than the close of business on the 60th day nor earlier than the close of business on the 90th day prior to the first 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 requirements
as to the form and content of a stockholder’s notice. Our bylaws allow the chair of the meeting at a meeting of the stockholders
to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business
at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer
from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence
or obtain control of us.


 


Action by written consent 


 


Any action required or permitted to be taken
by our 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 with respect to which action may be taken
by written consent.


 


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 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. ​


 







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Securities Eligible for Future Sale 


 


We
have 40,423,453 shares of Class A common stock outstanding. All of these shares were sold in our initial public offering and are
freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of
our affiliates within the meaning of Rule 144 under the Securities Act. All of the 10,105,863 Class B founder shares and all 6,723,127
private placement warrants to the sponsor and all private placement warrants issued to the forward purchasers are restricted securities
under Rule 144, in that they were issued in private transactions not involving a public offering.


 


Upon the closing of the sale of the forward
purchase shares, all of the forward purchase shares and any private placement warrants issued to the forward purchasers will be
restricted securities under Rule 144.


 


Rule 144 


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided
that: (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three and six
months preceding, a sale; and (2) we are subject to the Exchange Act periodic reporting requirements for at least three and six
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 of our common stock or warrants for at least six months but who are our affiliates at the time of, or at any time during
the three and six 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, which equals 50,529 shares immediately after our initial
public offering; or



 


		·	the average weekly reported trading volume of the 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 a 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;



 



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		·	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 Current
Reports on Form 8-K; 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.



 


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


 


Registration Rights 


 


The holders of the founder shares, private
placement warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable
upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion
of the founder shares) are entitled to registration rights pursuant to the registration rights agreement, dated September 9, 2020,
among us and certain security holders, requiring us to register such securities for resale (in the case of the founder shares,
only after conversion into shares of Class A common stock). The holders of these securities are entitled to make up to three demands,
excluding short form registration demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination
and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. We will bear the
expenses incurred in connection with the filing of any such registration statement.


 


Pursuant to the forward purchase agreement,
we have agreed that we will use our commercially reasonable efforts to (i) within 30 days after the closing of the initial business
combination, file a registration statement with the SEC for a secondary offering of the forward purchase shares and any private
placement warrants (including the shares of common stock issuable upon exercise thereof) issued to the forward purchasers, (ii)
cause such registration statement to be declared effective promptly thereafter, but in no event later than 60 days after such closing
and (iii) maintain the effectiveness of such registration statement, until the earlier of  (A) the date on which the forward
purchasers cease to hold the securities covered thereby and (B) the date all of the securities covered thereby can be sold publicly
without restriction or limitation under Rule 144 under the Securities Act and without the requirement to be in compliance with
Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreement.
We will bear the costs of registering the forward purchase shares and private placement warrants.


 






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