Exhibit
4.2


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12


OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


Pursuant
to Software Acquisition Group Inc. II’s (the “Company,” “we,” “us” or “our”)
amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A
common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares
of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock.
As of December 31, 2021, there were 17,250,000 shares of Class A common stock and 4,312,500 shares of Class B common stock issued
and outstanding.


 


Units


 


Each
unit consists of one whole share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles
the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as
described in the Company’s final prospectus relating to its initial public offering filed with the Securities and Exchange
Commission on September 15, 2021 (the “Prospectus”). Pursuant to the warrant agreement, a warrantholder may exercise
its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised
at any given time by a warrantholder. No fractional warrants will be issued upon separation of the units and only whole warrants
will trade.


 


Common
Stock


 


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


 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common
stock, if we were to enter into an initial business combination, we may (depending on the terms of such an initial business combination)
be required to increase the number of shares of Class A common stock which we are authorized to issue at the same time as our
stockholders vote on the initial 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 no later than one
year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of 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.


 






     


     


    

 


We
will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our
initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account as of two business days prior to the consummation of our initial business combination including interest earned
on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding
public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately
$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. 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. Unlike many blank
check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations
and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when
a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for
business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions
pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business
combination. Our amended and restated certificate of incorporation 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 law, or we decide to obtain
stockholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in
conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder
approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted
are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person
or by proxy of shares of outstanding capital stock of the company representing a majority of the voting power of all outstanding
shares of capital stock of the company entitled to vote at such meeting.


 


However,
the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated transactions
(as described in the Prospectus), 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 voted, 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 the voting agreements of our initial stockholders, may make it more
likely that we will consummate our initial business combination.


 


If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a
public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in
concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming
its shares with respect to more than an aggregate of 15% of the shares of common stock sold in our initial public offering, which
we refer to as the Excess Shares. However, we would not be restricting our stockholders’ ability to vote all of their shares
(including Excess Shares) for or against our 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 initial business combination. And,
as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares
would be required to sell their stock in open market transactions, potentially at a loss.


 


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


 






    2


     


    

 


Pursuant
to our amended and restated certificate of incorporation, if we do not complete our initial business combination within 18 months
from the closing of our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under
Delaware law to provide for claims of creditors and the requirements of other applicable law. Our sponsor, 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 18 months from the closing of our initial public offering. However, if our initial stockholders acquire public shares
in or after our initial public offering, they will be entitled to liquidating distributions from the trust account with respect
to such public shares if we fail to complete our initial business combination within the prescribed time period.


 


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


 


Founder
Shares


 


The
founder shares are identical to the shares of Class A common stock included in the units being sold in our initial public offering,
and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares
are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, 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 initial business combination,
(B) to waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote
to approve an amendment to our amended and restated certificate of incorporation (x) to modify the substance or timing of our
obligation to allow redemption rights in connection with any proposed initial business combination or to redeem 100% of our public
shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering
or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity
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 initial business combination within 18 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 such time period, (iii) the founder shares are shares of our Class
B common stock that will automatically convert into shares of our Class A common stock at the time of our initial business combination,
subject to adjustment as described herein, and (iv) are entitled to registration rights. If we submit our initial business combination
to our public stockholders for a vote, our sponsor, officers and directors have agreed pursuant to the letter agreement to vote
any founder shares held by them and any public shares purchased during or after our initial public offering (including in open
market and privately negotiated transactions) in favor of our initial business combination.


 






    3


     


    

 


The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business
combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock,
or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Prospectus and related to
the closing of the initial business combination, the ratio at which shares of Class B common stock shall convert into shares of
Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree
to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common
stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis,
20% of the sum 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 the initial business
combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business
combination, and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of 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 an 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 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 issuance would reduce the percentage ownership of holders
of both classes of our 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 issues
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, each of whom will be subject to the same transfer restrictions) until
the earlier of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business
combination, (x) if the last sale 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, or (y) the date on which we complete a liquidation,
merger, capital stock exchange, reorganization or other similar transaction that results in all of our stockholders having the
right to exchange their shares of common stock for cash, securities or other property.


 


Preferred
Stock


 


Our
amended and restated certificate of incorporation provides that shares of preferred stock may be issued from time to time in one
or more series. Our board of directors 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 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 are being issued or registered in our
initial public offering.


 


Redeemable
Warrants


 


Public
Stockholders’ Warrants


 


Each
whole warrant entitles the registered holder to purchase one whole share of our Class A common stock at a price of $11.50 per
share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of our
initial public offering or 30 days after the completion of our initial business combination. Pursuant to the warrant agreement,
a warrantholder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole
warrant may be exercised at any given time by a warrantholder. No fractional warrants will be issued upon separation of the units
and only whole warrants will trade. Accordingly, unless you purchase at least two units, you will not be able to receive or trade
a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New
York City time, or earlier upon redemption or liquidation.


 






    4


     


    

 


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


 


We
are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, 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 best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable
upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating
to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a
registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by
the 60th business day after the closing of our initial business combination, warrantholders may, until such time
as there is an effective registration statement and during any period when we will have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another
exemption. Notwithstanding the foregoing, if a registration statement covering the Class A common stock issuable upon exercise
of the warrants is not effective within a specified period following the consummation of our initial business combination, warrant
holders may, until such time as there is an effective registration statement and during any period when we shall have failed to
maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section
3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, provided that such exemption is available. If that exemption,
or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.


 


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


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 


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



 


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



 


If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock
upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are
unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common
stock under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our initial
public offering.


 


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


 






    5


     


    

 


If
we call the warrants for redemption as described above, our management will have the option to require any holder that wishes
to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise
their warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number
of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class
A common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants
would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the
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 common stock
for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders
of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary
to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair
market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and
thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not
need the cash from the exercise of the warrants after our initial business combination. If we call our warrants for redemption
and our management does not take advantage of this option, our sponsor and its permitted transferees would still be entitled to
exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other 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 4.9% or 9.8% (or such other amount
as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.


 


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


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other
shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary
cash dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with a proposed initial
business combination, (d) to satisfy the redemption rights of the holders of Class A common stock in connection with a stockholder
vote to amend our amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to
redeem 100% of our Class A common stock if we do not complete our initial business combination within 18 months from the
closing of our initial public offering or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business
combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business
combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event,
by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock
in respect of such event.


 






    6


     


    

 


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


 


The
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. You should review a copy of the warrant agreement, which is filed as an exhibit to the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2021, for a complete 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 or correct any mistake, including to conform the provisions of the warrant
agreement to the description of the terms of the warrants and the warrant agreement set forth in the Prospectus, or to correct
any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants
to make any change that adversely affects the interests of the registered holders of public 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 warrantholders 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 (1) vote for each share held
of record on all matters to be voted on by stockholders.


 






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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 a Newly Issued Price of less than $9.20 per share of Class
A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in
the case of any such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor
or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more
than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on
the date of the consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20
per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of
the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted
(to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.


 


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


 


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 under the section of the Prospectus entitled “Principal Stockholders — Restrictions
on 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 by us so long as they are held by our sponsor or its permitted transferees.
Our sponsor, 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 warrants being
sold as part of the units in our initial public offering, including as to exercise price, exercisability and exercise period.
If the private placement warrants are held by holders other than the sponsor or its permitted transferees, the private placement
warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being
sold in our initial public offering.


 


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 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 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 the sponsor or its permitted transferees is
because it is not known at this time whether they will be affiliated with us following an initial 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 sell the shares
of Class A common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly
restricted from doing so. 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 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. Up to $1,500,000
of such loans may be convertible into warrants at a price of $1.00 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. The terms
of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined
and no written agreements exist with respect to such loans.


 






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Our
sponsor has agreed not to transfer, assign or sell any of the private placement warrants (including the Class A common stock 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 that, among other limited exceptions as described under the section of the Prospectus entitled “Principal Stockholders
— Restrictions on Transfers of Founder Shares and Private Placement Warrants” made to our officers and directors and
other persons or entities affiliated with our sponsor.


 


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
an 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 conditions subsequent to completion of an initial business combination. The
payment of any cash dividends subsequent to an initial business combination will be within the discretion of our board of directors
at such time. 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 claims and losses 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 will apply to us until the completion of our initial business combination. These provisions cannot be amended without
the approval of the holders of 65% of our common stock. Our initial stockholders, who collectively beneficially own 20% of our
common stock upon the closing of our initial public offering, will participate in any vote to amend our amended and restated certificate
of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate
of incorporation provides, among other things, that:


 


		●	If
we do not complete our initial business combination within 18 months from the closing of our initial public offering, 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 taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law;



 


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



 


		●	Although
we do not intend to enter into an initial 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 or from another independent entity
that commonly renders valuation opinions that such an initial business combination is fair to our company from a financial point
of view;



 






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



 


		●	So
long as we obtain and maintain a listing for our securities on Nasdaq, Nasdaq rules require that (i) we must complete one or more
business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account
(excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of
our signing a definitive agreement in connection with our initial business combination and (ii) any initial business combination
must be approved by a majority of our independent directors;



 


		●	If
our stockholders approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or
timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 18 months
from the closing of our initial public offering or (ii) with respect to any other provision relating to stockholders’ rights
or pre-business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion
of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, divided by the number of then outstanding public shares; and



 


		●	We
will not 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 unless our net tangible assets are at least $5,000,001 either immediately prior to or upon consummation of our initial
business combination and after payment of underwriters’ fees and commissions.


 


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 Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be
issued upon conversion of working capital loans and upon conversion of the founder shares) will be entitled to registration rights
pursuant to a registration rights agreement, requiring us to register such securities for resale (in the case of the founder shares,
only after conversion to our Class A common stock). The holders of the majority of these securities are entitled to make up to
three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination
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 statements.


 




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