Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


The following description of Tortoise Acquisition
Corp. II’s (the “Company,” “we,” “us” or “our”) units, Class A ordinary shares,
$0.0001 par value per share (“Class A ordinary shares”), Class B ordinary shares, $0.0001 par value per share (“Class
B ordinary shares” or “founder shares”), undesignated preferred shares, $0.0001 par value per share, and warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share, is based upon the Company’s
amended and restated memorandum and articles of association and applicable provisions of law. We have summarized certain portions
of our amended and restated memorandum and articles of association below. The summary is not complete and is subject to, and is
qualified in its entirety by express reference to, the provisions of our amended and restated memorandum and articles of association,
which is filed as an exhibit to the Annual Report on Form 10-K of which this exhibit is a part. Terms used but not defined herein
shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K of which this exhibit is a part.


 


DESCRIPTION
OF SECURITIES


 


Pursuant to our amended and restated memorandum
and articles of association, our authorized share capital consists of 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary
shares and 1,000,000 undesignated preferred shares.


 


Units


 


Each unit consists of one Class A ordinary
share and one-fourth of one warrant. Each whole warrant (a “public warrant”) entitles the holder thereof to purchase
one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described below. Pursuant to the warrant agreement,
a warrantholder may exercise its warrants only for a whole number of Class A ordinary shares. This means that only a whole warrant
may be exercised at any given time by a warrantholder. No fractional warrants will be issued upon separation of the units and only
whole warrants will trade.


 


The Class A ordinary shares and warrants
comprising the units commenced separate trading on November 2, 2020. Holders have the option to continue to hold units or separate
their units into the component securities. Holders need to have their brokers contact Continental Stock Transfer & Trust Company,
our transfer agent, in order to separate the units into Class A ordinary shares and warrants. Additionally, the units will automatically
separate into their component parts and will not be traded after completion of our initial business combination.


 


Class A Ordinary Shares


 


Holders of record of our Class A ordinary
shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Holders of our Class B ordinary
shares have the right to appoint all of our directors prior to our initial business combination. On any other matter submitted
to a vote of our shareholders, holders of the Class A ordinary shares and holders of the Class B ordinary shares vote together
as a single class except as required by law or stock exchange rule. Unless specified in our amended and restated memorandum and
articles of association, or as required by applicable provisions of the Companies Act (2020 Revision) of the Cayman Islands, as
the same may be amended from time to time (the “Companies Act”), or applicable stock exchange rules, the affirmative
vote of a majority of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders. Approval
of certain actions require a special resolution under Cayman Islands law, being the affirmative vote of not less than two-thirds of
our ordinary shares that are voted, and pursuant to our amended and restated memorandum and articles of association; such actions
include amending our amended and restated memorandum and articles of association and approving a statutory merger or consolidation
with another company. Our board of directors is divided into three classes, each of which will generally serve for a term of three
years with only one class of directors being elected in each year. There is no cumulative voting with respect to the appointment
of directors, with the result that the holders of more than 50% of the shares voted for the appointment of directors can appoint
all of the directors. Our shareholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefor. Pursuant to the terms of our amended and restated memorandum and articles of association,
holders of our Class B ordinary shares have the exclusive right to elect, remove and replace any director prior to the consummation
of our initial business combination. This provision may only be amended if approved by holders of 90% of our ordinary shares entitled
to vote thereon.


 



     


     


    

 


Because our amended and restated memorandum
and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, 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 Class A ordinary
shares which we are authorized to issue at the same time as our shareholders vote on the business combination to the extent we
seek shareholder approval in connection with our business combination.


 


We will provide our public shareholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of
two business days prior to the consummation of our initial business combination including interest earned on the funds held in
the trust account and not previously released to us to pay our income taxes, divided by the number of then outstanding public shares,
subject to the limitations described herein. Tortoise Sponsor II, LLC, a Cayman Islands limited liability company (our “Sponsor”),
our officers and directors (together with our Sponsor, the “initial stockholders”), 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 business combination. If a shareholder vote is not required by law
and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant to our amended and restated
memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange
Commission (the “SEC”), and file tender offer documents with the SEC prior to completing our initial business combination.
Our amended and restated memorandum and articles of association 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, shareholder approval of the transaction is required by law, or we decide to obtain shareholder
approval for business or other legal reasons, we will 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 shareholder approval, we will complete our initial business
combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of a
majority of the ordinary shares, represented in person or by proxy and entitled to vote thereon, voted and who vote at a general
meeting. A quorum for such meeting will consist of the holders present in person or by proxy of shares of the Company representing
a majority of the voting power of all outstanding shares of the Company entitled to vote at such meeting. However, the participation
of our Sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions, if any, could result
in the approval of our business combination even if a majority of our public shareholders vote, or indicate their intention to
vote, against such business combination. For purposes of seeking approval of the majority of our outstanding ordinary shares voted,
abstentions and non-votes will have no effect on the approval of our 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 business combination. These quorum and voting thresholds, and the voting agreements
of our initial shareholders, may make it more likely that we will consummate our initial business combination.


 


If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender
offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 20% of the Class A ordinary shares, which we refer to as the
Excess Shares. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess
Shares) for or against our business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their
influence over our ability to complete our business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with
respect to the Excess Shares if we complete the business combination. As a result, such shareholders will continue to hold that
number of shares exceeding 20% and, in order to dispose such shares would be required to sell their shares in open market transactions,
potentially at a loss.


 



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Pursuant to our amended and restated memorandum
and articles of association, if we are unable to complete our initial business combination within 24 months from the closing
of our initial public offering (the “IPO”) (or 27 months from the closing of the IPO if we have executed a letter
of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing
of the IPO), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held
in the trust account and not previously released to us to pay our income taxes (less up to $100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our
board of directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law. 


 


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


 


Class B Ordinary Shares


 


The founder shares are identical to the
Class A ordinary shares, and holders of founder shares have the same shareholder rights as public shareholders, except that (i)
only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination,
(ii) the founder shares are subject to certain transfer restrictions, as described in more detail below, (iii) our Sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) 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 business combination,
(B) to waive their redemption rights with respect to any founder shares and public shares held by them in connection with a shareholder
vote to approve an amendment to our amended and restated memorandum and articles of association that would affect the substance
or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within
24 months (or 27 months, as applicable) from the closing of the IPO and (C) 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 business combination within 24 months
(or 27 months, as applicable) from the closing of the IPO, 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 business combination within such time
period, (iv) the founder shares are our Class B ordinary shares that will automatically convert into our Class A ordinary shares
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 (v) the founder shares are subject to registration rights. If we submit our business combination to our
public shareholders for a vote, we will complete our initial business combination only if we obtain the approval of an ordinary
resolution under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares, represented in person or
by proxy and entitled to vote thereon, voted and who vote at a general meeting. Our initial shareholders have agreed to vote any
founder shares and any public shares held by them in favor of our initial business combination.


 


The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis (subject to adjustment
for share sub-divisions, share dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as
provided herein. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued
in excess of the amounts sold in the IPO and related to the closing of the business combination (other than the Forward Purchase
Units (as defined below)), the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted
(unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to
any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary
shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all ordinary shares outstanding
upon completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection
with the business combination (excluding the Forward Purchase Units and any shares or equity-linked securities issued, or
to be issued, to any seller in the business combination).


 


Our initial shareholders have agreed not
to transfer, assign or sell any founder shares held by them until one year after the date of the consummation of our initial business
combination or earlier if, subsequent to our business combination, (i) the last sale price of our ordinary shares equals or exceeds
$12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations and recapitalizations) for any 20 trading
days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate
a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of our shareholders having the
right to exchange their ordinary shares for cash, securities or other property.


 






    3


     


    

 


Preferred Shares


 


Our amended and restated memorandum and
articles of association provides that preferred shares may be issued from time to time in one or more series. Our board of directors
will be 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 will be able to, without shareholder approval, issue preferred shares with voting and other rights that could
adversely affect the voting power and other rights of the holders of the ordinary shares and could have anti-takeover effects.
The ability of our board of directors to issue preferred shares without shareholder 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 shares outstanding
at the date hereof. Although we do not currently intend to issue any preferred shares, we cannot assure you that we will not do
so in the future.


 


Warrants


 


Public Shareholders’ Warrants


 


Each whole warrant entitles the registered
holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed below, at any
time commencing on the later of 12 months from the closing of the IPO or 30 days after the completion of our initial business
combination, provided in each case that we have an effective registration statement under the Securities Act of 1933, as amended
(the “Securities Act”), covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus
relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified
in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky,
laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only
for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrantholder.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade. 


 


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


 


We have agreed that as soon as practicable,
but in no event later than 20 business days, after the closing of our initial business combination, we will use our commercially
reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A
ordinary shares issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become
effective, but in no event later than 60 business days after the closing of our initial business combination, and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in
accordance with the provisions of the warrant agreement. Notwithstanding the above, if our Class A ordinary shares are at the time
of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise
their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the
event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use
our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption
is not available.


 






    4


     


    

 


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


 


		●	in
                                         whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon not less than 30 days’ prior written notice of redemption to each warrantholder; and



 


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



 


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


 


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


 


Commencing 90 days after the warrants become
exercisable, we may redeem the outstanding warrants (including both public warrants and private placement warrants) for Class A
ordinary shares:


 


		●	in whole and not in part;



 


		●	at a price equal to a number of shares of Class A ordinary shares to be determined by reference to the table below, based on
the redemption date and the “fair market value” of our Class A ordinary shares (as defined below) except as otherwise
described below;



 


		●	upon a minimum of 30 days’ prior written notice; and



 


		●	if, and only if, the last sale price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for share
sub-divisions, share 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.



 


The numbers in the table below represent
the “redemption prices,” or the number of Class A ordinary shares that a warrantholder will receive upon redemption
by us pursuant to this redemption feature, based on the “fair market value” of our Class A ordinary shares on the corresponding
redemption date, 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.


 



    5


     


    

 


	Redemption Date	 	Fair Market Value of Class A Ordinary Shares	 
	(period to expiration of warrants)	 	 	≤$ 10.00	 	 	$	11.00	 	 	$	12.00	 	 	$	13.00	 	 	$	14.00	 	 	$	15.00	 	 	$	16.00	 	 	$	17.00	 	 	 	≥$ 18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.318	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	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	 




 


The “fair market value” of
our Class A ordinary shares shall mean the average reported last sale price of our Class A ordinary shares 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 Class A ordinary shares 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 ordinary shares 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 Class A ordinary shares 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 ordinary shares 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
Class A ordinary shares for each whole 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 ordinary shares is below
the exercise price of the warrants) and about to expire.


 


Any warrants held by our officers or directors
will be subject to this redemption for shares feature, except that such officers and directors shall only receive “fair market
value” for such warrants so redeemed (“fair market value” for such warrants held by our officers and directors
being defined as the last reported sale price of the public warrants on such redemption date).


 


As stated above, we can redeem the warrants
when the Class A ordinary shares are 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 fair value
(in the form of Class A ordinary shares). If we choose to redeem the warrants when the Class A ordinary shares are trading at a
price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A ordinary shares
than they would have received if they had chosen to wait to exercise their warrants for Class A ordinary shares if and when such
Class A ordinary shares were trading at a price higher than the exercise price of $11.50. No fractional Class A ordinary shares
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 the number of Class A ordinary shares to be issued to the holder. Any redemption
of the warrants for Class A ordinary shares will apply to both the public warrants and the private placement warrants.


 



    6


     


    

 


If we call the warrants for redemption
for cash once the warrants become exercisable as described above, our management will have the option to require any holder that
wishes to exercise his, her or its warrants to do so on a “cashless basis.” In determining whether to require all holders
to exercise their warrants on a “cashless basis,” our management will consider, among other factors, our cash position,
the number of warrants that are outstanding and the dilutive effect on our shareholders of issuing the maximum number of Class
A ordinary shares issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of
warrants would pay the exercise price by surrendering their warrants for that number of Class A ordinary shares equal to the quotient
obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the difference
between the exercise price of the warrants and the “fair market value” by (y) the fair market value. If our management
takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of Class
A ordinary shares to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring
a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant
redemption. If we call our warrants for redemption and our management does not take advantage of this option, Tortoise Investments,
LLC (together with its consolidated subsidiaries, “Tortoise”), 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
warrantholders would have been required to use had all warrantholders 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 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
Class A ordinary shares outstanding immediately after giving effect to such exercise.


 


The share prices set forth in the column
headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a warrant
is adjusted pursuant to the following three paragraphs. The adjusted share prices in the column headings shall equal the share
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 above shall be adjusted in the same manner and at
the same time as the number of shares issuable upon exercise of a warrant.


 


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


 



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In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders
of Class A ordinary shares on account of such Class A ordinary shares (or other shares 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 ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of
the holders of Class A ordinary shares in connection with a shareholder vote to approve an amendment to our amended and restated
memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our Class
A ordinary shares if we have not consummated our initial business combination within 24 months (or 27 months, as applicable)
from the closing of the IPO, or (e) in connection with the redemption of our public shares upon our failure to complete our initial
business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such
event, by the amount of cash and/or the fair market value of any securities or other assets paid on each Class A ordinary share
in respect of such event.


 


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


 


Whenever the number of Class A ordinary
shares 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 Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y)
the denominator of which will be the number of Class A ordinary shares so purchasable immediately thereafter.


 


In case of any reclassification or reorganization
of the outstanding Class A ordinary shares (other than those described above or that solely affects the par value of such Class
A ordinary shares), 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 Class A ordinary shares), 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 Class A ordinary shares immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares 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 his, her or its warrants immediately prior to such
event. If less than 70% of the consideration receivable by the holders of Class A ordinary shares in such a transaction is payable
in the form of ordinary shares in the successor entity that is listed for trading on a national securities exchange or is quoted
in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and
if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction,
the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined
in the warrant agreement) of the warrant. The warrant exercise price will not be adjusted for other events.


 


The warrants were issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants.


 


In addition, if we issue additional ordinary
shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at a newly issued price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined
in good faith by our board of directors and, in the case of any such issuance to our Sponsor or its affiliates, without taking
into account any founder shares held by the Sponsor or such affiliates, as applicable, prior to such issuance), the exercise price
of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.


 


The warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the
reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price
(or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised.
The warrantholders do not have the rights or privileges of holders of Class A ordinary shares or any voting rights until they exercise
their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares 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 shareholders.


 


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


 



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Private Placement Warrants


 


The private placement warrants (including
the Class A ordinary shares issuable upon exercise of the private placement warrants) are not transferable, assignable or salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our officers
and directors and other persons or entities affiliated with Tortoise), and they will not be redeemable by us for cash so long as
they are held by Tortoise or its permitted transferees. Tortoise, or its permitted transferees, has the option to exercise the
private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions
that are identical to those of the public warrants, including as to exercise price, exercisability and exercise period. If the
private placement warrants are held by holders other than Tortoise or its permitted transferees, the private placement warrants
will be redeemable by us and exercisable by the holders on the same basis as the public warrants.


 


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


 


In order to finance transaction costs in
connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers
and directors may, but are not obligated to, loan us funds as may be required. 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. Such warrants would be identical to the private placement
warrants, including as to exercise price, exercisability and exercise period.


 


Tortoise has agreed not to transfer, assign
or sell any of the private placement warrants (including the Class A ordinary shares issuable upon exercise of any of these
warrants) until the date that is 30 days after the date we complete our initial business combination, except, among other limited
exceptions, to our officers and directors and other persons or entities affiliated with Tortoise.


 


Forward Purchase Units


 


In connection with the IPO, we entered
into a forward purchase agreement pursuant to which we may elect, in our sole and absolute discretion, to offer CIBC National Trust
Company (“CIBC National Trust”) the opportunity to purchase forward purchase units (the “Forward Purchase Units”),
consisting of one Class A ordinary share (the “Forward Purchase Shares”) and one-fourth of one warrant (the
“Forward Purchase Warrants”), and, if CIBC National Trust accepts such offer, it commits to purchase at least a minimum
aggregate amount equal to either (i) 10% of the gross proceeds from a private placement that may close simultaneously with the
closing of our initial business combination or (ii) 10% of the gross proceeds from this offering, at CIBC National Trust’s
sole discretion, and up to a maximum aggregate amount of $100,000,000 of Forward Purchase Units at a price per unit equal to the
public offering price. The Forward Purchase Shares will be identical to the Class A ordinary shares and the Forward Purchase Warrants
will have the same terms as the public warrants, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject
to transfer restrictions and certain registration rights.


 


The Forward Purchase Units are being offered
and sold pursuant to an exemption from the registration requirements of the Securities Act and will be “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act. If in the future CIBC National Trust decides to offer, resell, pledge
or otherwise transfer the Forward Purchase Units, such units may be offered, resold, pledged or otherwise transferred only pursuant
to: (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act.


 



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Our Amended and Restated Memorandum and
Articles of Association


 


Our amended and restated memorandum and
articles of association contains certain requirements and restrictions 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 a
majority of at least 90% of our ordinary shares voting at a general meeting) cannot be amended without a special resolution. As
a matter of Cayman Islands law, a resolution is deemed to be a special resolution where it has been approved by either (i) at least
two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s shareholders
at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given;
or (ii) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s
shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved
either by at least two-thirds of our shareholders (i.e., the lowest threshold permissible under Cayman Islands law), or by
a unanimous written resolution of all of our shareholders.


 


Our initial shareholders, who collectively
beneficially own 20% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles
of association and will have the discretion to vote in any manner they choose. Specifically, our amended and restated memorandum
and articles of association provides, among other things, that:


 


		●	If we are unable to complete our initial business combination within
24 months from the closing of the IPO (or 27 months, as applicable), we will (i) cease all operations except for the
purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully
available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously
released to us to pay our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of
then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve
and liquidate, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law;



 


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



 


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



 


		●	If a shareholder vote on our initial business combination is not required
by law and we do not decide to hold a shareholder vote for business or other legal reasons, we will offer to redeem our public
shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior
to completing our initial business combination which contain substantially the same financial and other information about our initial
business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;



 



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		●	The New York Stock Exchange rules require that our initial business
combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of
the net assets held in trust (net of amounts disbursed to management for working capital purposes and excluding the amount of any
deferred underwriting discount held in trust) at the time of the agreement to enter into the initial business combination;



 


		●	If our shareholders approve an amendment to our amended and restated
memorandum and articles of association that would affect the substance or timing of our obligation to redeem 100% of our public
shares if we have not consummated an initial business combination within 24 months (or 27 months, as applicable) from
the closing of the IPO, we will provide our public shareholders with the opportunity to redeem all or a portion of their Class
A ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay
our income taxes, divided by the number of then outstanding public shares; and



 


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



 


In
addition, our amended and restated memorandum and articles of association provides that under no circumstances will we redeem our
public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial
business combination and after payment of underwriters’ fees and commissions incurred in connection with the IPO.


 


The Companies Act permits a company incorporated
in the Cayman Islands to amend its memorandum and articles of association with the approval of a special resolution. A company’s
articles of association may specify that the approval of a higher majority is required. Accordingly, although we could amend any
of the provisions relating to our proposed offering, structure and business plan which are contained in our amended and restated
memorandum and articles of association, we view all of these provisions as binding obligations to our shareholders and neither
we, nor our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting
public shareholders with the opportunity to redeem their public shares


 


Certain Anti-Takeover Provisions of our
Amended and Restated Memorandum and Articles of Association


 


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


 


Our authorized but unissued ordinary shares
and preferred shares are available for future issuances without shareholder 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 ordinary shares and preferred shares could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Class
B Ordinary Shares Consent Right


 


For so long as any Class B ordinary shares
remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the Class B ordinary
shares then outstanding, voting separately as a single class, amend, alter or repeal any provision of our amended and restated
memorandum and articles of association, 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 ordinary
shares. Any action required or permitted to be taken at any meeting of the holders of Class B ordinary shares 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 ordinary shares 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 Class B ordinary shares were present and voted.


 


 


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