Exhibit 4.2


 


DESCRIPTION OF CAPITAL STOCK


 


The following
description of Fusion Acquisition Corp.’s (the “Company,” “we” or “us”) capital stock is a
summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Company’s
third amended and restated certificate of incorporation (the “Charter”) and the Company’s Bylaws (the
“Bylaws”), each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this
Exhibit 4.2 is a part. We encourage you to read the Charter, the Bylaws and the applicable provisions of the Delaware General
Corporation Law, for additional information.


 


General


 


Our Charter authorizes
us to issue up to 401,000,000 shares of common stock, consisting of (i) 380,000,000 shares of Class A common stock, $0.0001 par
value per share (“Class A common stock”) and (ii) 20,000,000 shares of Class B common stock, $0.0001 par value per
share (“Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share.


 


Units


 


Each of the units (the
“Units”) sold in our initial public offering (the “Public Offering”) consists of one 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 Class A common
stock at a price of $11.50 per share, subject to adjustment. A warrant holder may exercise its warrants only for a whole
number of the shares of Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder.
The shares of Class A common stock and warrants underlying the Units began to trade separately on August 14, 2020, and unit holders
have the option to continue to hold Units or separate their Units into the component pieces.


 


Common Stock


 


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


 


(B)       Because
our Charter authorizes the issuance of up to 380,000,000 shares of Class A common stock, if we were to enter into a business combination,
we may (depending on the terms of such a business combination) be required to increase the number of shares of Class A common stock which
we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval
in connection with our initial business combination. Our board of directors is divided into three classes with only one class of directors
being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving
a three-year term.


(C)       In
accordance with the New York Stock Exchange (“NYSE”) 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 NYSE. Under Section 211(b) of the Delaware
General Corporation Law (“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.


 




    	 	 	 



    


    

 


Redemptions


 


We will provide our public
stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business
days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account (which
interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described
herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount we will distribute
to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.
Our initial stockholders, 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 public shares they hold in connection with the completion of our
initial business combination. Unlike many special purpose acquisition 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 Charter, 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 Charter requires these tender offer documents to contain substantially the same financial and other information about our 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
special purpose acquisition 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 shares of common stock voted are voted in favor of our initial business combination. However, the participation of our sponsor,
officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this 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 initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common
stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.


 


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 Charter provides that a public stockholder, together with any affiliate of such stockholder or any other person
with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be
restricted from redeeming its shares with respect to Excess Shares, without our prior consent. However, we would not be restricting our
stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our
stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business
combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market.
Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial
business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 20% and, in order to dispose
such shares would be required to sell their shares in open market transactions, potentially at a loss.


 


If we seek stockholder approval
in connection with our initial business combination, our initial stockholders, sponsor, officers and directors have agreed to vote any
founder shares they hold, and any public shares purchased during or after the Public Offering in favor of our initial business combination.
Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed
transaction.


 


Pursuant to our Charter, if we are unable to complete our initial business combination by December 31, 2021, we will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish
public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of
directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and
the requirements of other applicable law. Our initial stockholders have entered into agreements with us, pursuant to which they have
agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete
our initial business combination by December 31, 2021 or any extended period of time that we may have to consummate an initial business
combination as a result of an amendment to our Charter. However, if our initial stockholders or management team have acquired or will
acquire public shares, 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.


 




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In the event of a liquidation,
dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference
over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at
a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, upon the completion
of our initial business combination, subject to the limitations described herein.


 


Founder Shares


 


The founder shares are designated
as Class B common stock and, except as described below, are identical to the shares of Class A common stock, and holders of founder shares
have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions,
as described in more detail below, (ii) our initial stockholders, 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 public shares
they hold in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to
any founder shares and public shares they hold in connection with a stockholder vote to approve an amendment to our Charter to modify
the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination
by December 31, 2021, or with respect to any other material provisions 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
they hold if we fail to complete our initial business combination by December 31, 2021, or any extended period of time that we may have
to consummate an initial business combination as a result of an amendment to our Charter, 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, and (iii) the founder shares are automatically convertible into Class A common stock concurrently with or immediately
following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein and in
our Charter. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed
to vote their founder shares and any public shares purchased in favor of our initial business combination.


 


The founder shares will automatically
convert into shares of Class A common stock concurrently with or immediately following the consummation 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 connection with our initial business combination, the number of shares of Class A common stock issuable
upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of shares of Class
A common stock outstanding after such conversion (after giving effect to any redemptions of shares of Class A common stock by public stockholders),
including the total number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business
combination, excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares
of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement warrants
issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares
will never occur on a less than one-for-one basis..


 


With certain limited exceptions,
the founder shares are not transferable, assignable or saleable (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 earlier if, subsequent to our initial business combination, the closing price of the Class A common
stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, capital stock
exchange or other similar transaction that results in all of our stockholders having the right to exchange their Class A common stock
for cash, securities or other property.


 


 




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Preferred Stock


 


Our Charter authorizes 1,000,000
shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. Our board
of directors 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 shares of preferred stock with voting and other rights that could adversely
affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board
of directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing
a change of control of us or the removal of existing management. We have no preferred shares outstanding as of the date hereof. Although
we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future.


 


Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles
the registered holder to purchase one share of 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 June 30, 2021, and 30 days after the completion of our initial business combination, provided
in each case that we have an effective registration statement under the Securities Act covering the shares of Class A common stock 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 warrant
holder may exercise its warrants only for a whole number of shares of Class A common stock. This means only a whole warrant may be exercised
at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.
Accordingly, unless you purchase at least 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..


 


We are not 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 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 a share of Class A common stock upon exercise of a warrant unless the share
of 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 have agreed that as soon
as practicable, but in no event later than fifteen (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 for the registration, under the Securities Act, of the Class A common
stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective 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. If a registration statement covering the shares of Class A common stock issuable upon exercise
of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination, warrant holders
may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective
registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act
or another exemption. Notwithstanding the above, if our Class A common stock are at the time of any exercise of a warrant not listed
on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of
the Securities Act, we may, at our option, require holders of 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, and in the event we do not so elect, we will use our best efforts to register or qualify
the shares under applicable blue sky laws to the extent an exemption is not available.


 




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Redemption of Warrants 


 


Once the public 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 (the “30-day redemption period”)
to each warrant holder; and



 


		●	if, and only if, the reported closing price of our common stock equals or exceeds $18.00 per share for
any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders.



 


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


 


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


 


If we call the warrants for
redemption, our management will have the option to require any holder that wishes to exercise his, her or 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 Class A common stock underlying the warrants,
multiplied by the excess of the “fair market value” of our Class A common stock (defined below) over the exercise price of
the warrants by (y) the fair market value. The “fair market value” will mean the average closing 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, the holders of the private placement warrants and their permitted transferees would still be entitled to exercise their
private placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have
been required to use had all warrant holders been required to exercise their warrants on a cashless basis.


 


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% (as specified by the holder)
of the Class A common stock outstanding immediately after giving effect to such exercise.


 






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If the number of outstanding
shares of Class A common stock is increased by a share capitalization payable in shares of Class A common stock, or by a split-up of
common stock or other similar event, then, on the effective date of such share capitalization, 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 common stock. A rights offering to holders of common stock entitling holders to purchase Class A common stock at a price less
than the fair market value will be deemed a share capitalization of a number of shares of Class A common stock equal to the product of
(i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the
quotient of (x) the price per share of Class A common stock paid in such rights offering and divided by (y) the fair market value. For
these purposes (i) if the rights offering is for securities convertible into or exercisable for shares of 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 shares 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
Class A common stock trades 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 Class A common stock (or other securities 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, or (d) 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.


 




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


 


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


 


In addition, if (x) we issue
additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of
our initial business combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (the
“Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business
combination (net of redemptions), and (z) the volume weighted average trading price of our Class A common stock during the 20 trading
day period starting on the trading day after the day on which we consummate our initial business combination (such price, the “Market
Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115%
of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to
the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


In case of any reclassification
or reorganization of the outstanding Class A common stock (other than those described above or that solely affects the par value
of such 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 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 Class A common stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of Class A common stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the warrants would have received if such holder had exercised their 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
Warrant Value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide
additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants
pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.


 


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, and that all other modifications or amendments will require the vote or written consent of the holders of at least
50% of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the private placement warrants,
a majority of the then outstanding private placement warrants.


 




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


 


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 the number of shares of Class A common stock
to be issued to the warrant holder.


 


Private Placement Warrants


 


The private placement
warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable,
assignable or saleable until 30 days after the completion of our initial business combination (except, among other limited
exceptions, to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement
warrants) and they will not be redeemable by us for cash so long as they are held by the initial stockholders or their permitted
transferees. The initial purchasers, or their permitted transferees, have the option to exercise the private placement warrants
on a cashless basis. Except as described herein, the private placement warrants have terms and provisions that are identical to
those of the warrants being sold as part of the Units, including that they may be redeemed for shares of Class A common stock.
If the private placement warrants are held by holders other than the initial purchasers or their 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.


 


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 shares of Class A common stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market
value” of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value.
The “fair market value” will mean the average closing 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 initial purchasers
or their permitted transferees is because it is not known at this time whether they will be affiliated with us following a business
combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited.
We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time.
Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities
if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their
warrants and sell the shares of Class A common stock received upon such exercise freely in the open market in order to recoup
the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe
that allowing the holders to exercise such warrants on a cashless basis is appropriate.


 


In order to finance
transaction costs in connection with an intended initial business combination, our sponsor 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 of the post business combination entity at a price of $1.50 per warrant at the option of the
lender. Such warrants would be identical to the private placement warrants.


 


Our initial stockholders
have 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, transfers can be made to our officers and directors and other persons or entities
affiliated with the sponsor.


 




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Certain Anti-Takeover Provisions of
Delaware Law, Our Charter and Our Bylaws


 


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


 


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



 


		●	an affiliate of an interested stockholder; or



 


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



 


A “business combination”
includes a merger or sale of more than ten percent (10%) of the Company’s assets. However, the above provisions of Section 203
do not apply if:


 


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



 


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



 


		●	on or subsequent to the date of the transaction, the business combination is approved by our Board
of Directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds
of the outstanding voting stock not owned by the interested stockholder.



 


Our Charter provides
that our Board is classified into three classes of directors. As a result, in most circumstances, a person can gain control of
our Board only by successfully engaging in a proxy contest at two or more annual meetings.


 


In addition, our Charter
does not provide for cumulative voting in the election of directors. Our Board of Directors is empowered to elect a director to
fill a vacancy created by the expansion of our Board or the resignation, death, or removal of a director in certain circumstances;
and our advance notice provisions require that stockholders must comply with certain procedures in order to nominate candidates
to our Board or to propose matters to be acted upon at a stockholders’ meeting.


 


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


 


Exclusive Forum for Certain Lawsuits


 


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


 




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Notwithstanding the
foregoing, our Charter provides that the exclusive forum provision will not apply to suits brought to enforce a duty or liability
created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act
or the rules and regulations thereunder.


 


Special Meeting of Stockholders


 


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


 


Advance Notice Requirements for
Stockholder Proposals and Director Nominations


 


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


 


Action by Written Consent


 


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


 


Classified Board of Directors


 


Our board of directors
will initially be divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year
terms. Our Charter provides that the authorized number of directors may be changed only by resolution of the board of directors.
Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only for cause
and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital stock
entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of directors,
including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors
then in office.


 


Class B Common Stock Consent Right


 


For so long as any
shares of Class B Common Stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority
of the shares of Class B Common Stock then outstanding, voting separately as a single class, amend, alter or repeal any provision
of our certificate incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would
alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B Common Stock.
Any action required or permitted to be taken at any meeting of the holders of Class B Common Stock may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed
by the holders of the outstanding Class B Common Stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares of Class B Common Stock were present and voted.


 


Dividends


 


We have not paid any
cash dividends on our common stock to date. The payment of cash dividends in the future will be dependent upon our revenues and
earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion
of our Board at such time. Our Board is not currently contemplating and does not anticipate declaring any stock dividends in the
foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.


 




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Limitations of Liability and Indemnification


 


Our Charter and our
Bylaws provide that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest
extent permitted by the DGCL, which prohibits our Charter from limiting the liability of its directors for the following:


 


		●	any breach of the director’s duty of loyalty to
the Company or to its stockholders;



 


		●	acts or omissions not in good faith or that involve intentional misconduct or a knowing violation
of law;



 


		●	unlawful payment of dividends or unlawful stock repurchases or redemptions; and



 


		●	any transaction from which the director derived an improper personal benefit.



 


If Delaware law is
amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability
of our directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. Our Charter does
not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other
forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities
under any other laws, such as the federal securities laws or other state or federal laws. Under our Bylaws, we are empowered to
purchase insurance on behalf of any person whom it is required or permitted to indemnify.


 


In addition to the
indemnification required in our Charter and our Bylaws, we have entered into indemnification agreements with each of our directors,
officers, and some employees, effective upon consummation of the Business Combination. These agreements provide for the indemnification
of such directors, officers, and employees for certain expenses and liabilities incurred in connection with any action, suit, proceeding,
or alternative dispute resolution mechanism, or hearing, inquiry, or investigation that may lead to the foregoing, to which they
are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent,
or fiduciary of the Company, or any of its subsidiaries, by reason of any action or inaction by them while serving as an officer,
director, employee, agent, or fiduciary, or by reason of the fact that they were serving at the Company request as a director,
officer, employee, agent, or fiduciary of another entity. In the case of an action or proceeding by or in the right of the Company
or any of its subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party
is prohibited from receiving indemnification. We believe that the provisions of our Charter and Bylaws described above and these
indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’
and officers’ liability insurance.


 


The limitation of liability
and indemnification provisions in our Charter and our Bylaws may discourage stockholders from bringing a lawsuit against directors
for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers,
even though an action, if successful, might benefit the Company and its stockholders. A stockholder’s investment may be harmed
to the extent that we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification
provisions.


 


Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant
to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act, and is, therefore, unenforceable.


 


There is no pending
litigation or proceeding naming any of our directors or officers as to which indemnification is being sought, nor are we aware
of any pending or threatened litigation that may result in claims for indemnification by any director or officer.


 


Registration Rights


 


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


 


Listing of Securities


 


Our Units, Class A
common stock and warrants are currently listed on the NYSE under the symbols “FUSE.U”, “FUSE” and “FUSE
WS”, respectively.


 


Transfer Agent and Registrar


 


The transfer agent and registrar for our
common stock is Continental Stock Transfer & Trust Company.


 


 


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