**Exhibit 4.5**

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**DESCRIPTION OF SECURITIES**

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**General**

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As of March 31, 2022 BurTech Acquisition Corp.30,079,500 shares of Class A common stock, par value $0.0001 per share, and 9,487,500 shares of Class B common stock, par value $0.0001per share, issued and outstanding. We have three classes of securities registered under Section 12 of the Securities Exchange Act of 1934,as amended (the “Exchange Act”): (1) our units; (2) our common stock; and (3) our warrants.

 

The following description of our units, commonstock, and warrants is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to ourSecond Amended and Restated Certificate of Incorporation, which is incorporated by reference as an exhibit to the Annual Report on Form10-K of which this Exhibit 4.5 is a part.

 

Terms not otherwise defined herein shall havethe meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.

 

**Units**

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Each unit has an offering price of $10.00 andconsists of one share of Class A common stock and one redeemable warrant. Each warrant entitles the holder to purchase one share of commonstock. Pursuant to the warrant agreement, a warrant holder may exercise his, her or its warrants only for a whole number of shares ofcommon stock. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

 

The Class A common stock and warrants comprisingthe units began separate trading on January 31, 2022. Once the shares of Class A common stock and warrants commence separate trading,holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to havetheir brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants.

 

**Placement Units**

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The placement units are identical to the unitssold in the initial public offering except that the placement units and their component securities will not be transferable, assignableor salable until 30 days after the consummation of our initial business combination except to permitted transferees, and will be entitledto registration rights.

 

**Common Stock**

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There are 39,567,000 shares of our common stockoutstanding including:

 

• 29,648,250 shares of our Class A commonstock underlying the units sold in the initial public offering and the private placement;

 

• 431,250 shares of our Class A common stockissued to the representative of the underwriters; and

 

​• 9,487,500 shares of our Class Bcommon stock held by our initial stockholders

 

Our sponsor has purchased an aggregate of898.250 placement units at a price of $10.00 per unit, for an aggregate purchase price of $8,982,500. The initial stockholders willhold an aggregate of approximately 26.6% of the issued and outstanding common stock following the offering and the expiration of theunderwriters’ over-allotment option (including the placement shares to be issued to the sponsor, excluding representativeshares and assuming they do not purchase any units in the initial public offering or the public market). Our initial stockholdershold 24.81% of the issued and outstanding shares of our common stock (excluding the shares of Class A common stock issued to therepresentative or its designees, the placement units and underlying securities of the foregoing and assuming they do not purchaseany units in the initial public offering) upon the consummation of the initial public offering.

 

 

 

 

Common stockholders of record are entitled toone vote for each share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the ClassB 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 DGCLor applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approveany such matter voted on by our stockholders. Our board of directors will be divided into two classes, each of which will generally servefor a term of two years with only one class of directors being elected in each year. There is no cumulative voting with respect to theelection of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect allof the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out offunds legally available therefor.

 

Because our amended and restated certificate ofincorporation authorizes the issuance of up to 280,000,000 shares of Class A common stock, if we were to enter into an initial businesscombination, we may (depending on the terms of such an initial business combination) be required to increase the number of shares of ClassA common stock which we are authorized to issue at the same time as our stockholders vote on the initial business combination to the extentwe seek stockholder approval in connection with our initial business combination.

 

In accordance with Nasdaq corporate governancerequirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following ourlisting on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposesof electing directors in accordance with our bylaws, unless such election is made by written consent in lieu of such a meeting. We maynot hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thuswe may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want usto hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submittingan application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

 

We will provide our stockholders with theopportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-shareprice, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to theconsummation of our initial business combination including interest earned on the funds held in the trust account and not previouslyreleased to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations describedherein. The amount in the trust account is initially anticipated to be approximately $10.15 per public share. The per-share amountwe will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions wewill pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to whichthey will agree to waive their redemption rights with respect to any founder shares and placement shares and any public shares heldby them in connection with the completion of our initial business combination. Unlike many blank check companies that holdstockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for relatedredemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required byapplicable law or stock exchange requirements, if a stockholder vote is not required by law and we do not decide to hold astockholder 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 tocompleting our initial business combination. Our amended and restated certificate of incorporation will require these tender offerdocuments to contain substantially the same financial and other information about the initial business combination and theredemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction isrequired by applicable law or stock exchange requirements, or we decide to obtain stockholder approval for business or other legalreasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to theproxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial businesscombination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial businesscombination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capitalstock of the company representing a majority of the voting power of all outstanding shares of capital stock of the company entitledto vote at such meeting. The underwriters will have the same redemption rights as a public stockholder with respect to any publicshares it acquires. The representative has informed us that it has no current commitments, plans or intentions to acquire any publicshares for its own account; however, if they do acquire public shares, it will do so in the ordinary course of business or in thetypes of transaction described in the first paragraph under “Proposed Business — Effecting our Initial BusinessCombination — Permitted purchases of our securities.” The underwriters will not make any such purchases when inpossession of any material nonpublic information not disclosed to the seller, during a restricted period under Regulation M underthe Exchange Act, in transactions that would violate Section 9(a)(2) or Rule 10(b)-5 under the Exchange Act, or if prohibited byapplicable state securities laws or broker-dealer regulations. To the extent our initial stockholders or purchasers of placementunits transfer any of these securities to certain permitted transferees, such permitted transferees will agree, as a condition tosuch transfer, to waive these same redemption rights. Also, our sponsor has committed to purchase 804,500 placement units (or up to898,250 placement units if the over-allotment option is exercised in full) at the price of $10.00 per unit in a private placementthat will occur simultaneously with the completion of the initial public offering. If we submit our initial business combination toour public stockholders for a vote, our sponsor, the other initial stockholders, our officers and our directors have agreed to votetheir respective founder shares, placement shares and any public shares held by them in favor of our initial businesscombination.

 

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The participation of our sponsor, officers, directorsor their affiliates in privately-negotiated transactions (as described in the public offering prospectus dated December 10, 2021), ifany, could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicatetheir intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding sharesof common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. Weintend 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 agreementsof our initial stockholders, may make it more likely that we will consummate our initial business combination.

 

If we seek stockholder approval of our initialbusiness combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offerrules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of suchstockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares ofcommon stock sold in the initial public offering, which we refer to as the Excess Shares. However, we would not be restricting our stockholders’ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, andsuch 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 wouldbe required to sell their stock in open market transactions, potentially at a loss.

 

If we seek stockholder approval inconnection with our initial business combination, pursuant to the letter agreement our sponsor, officers and directors have agreedto vote any founder shares and placement shares held by them and any public shares they may acquire during or after the initialpublic offering (including in open market and privately negotiated transactions) in favor of our initial business combination. As aresult, in addition to our initial stockholders’ founder shares and placement shares, we would need no additional publicshares sold in the initial public offering to be voted in favor of an initial business combination (assuming only the minimum numberof shares representing a quorum are voted) in order to have our initial business combination approved (assuming the over-allotmentoption is not exercised and that the initial stockholders do not purchase any units in the initial public offering or units orshares in the after-market and excluding the representative’s shares). In the event that all shares of our outstanding commonstock are voted, we would need 8,160,251 or 32.64%, of the 25,000,000 public shares sold in the initial public offering to be votedin favor of an initial business combination in order to have our initial business combination approved (assuming the over-allotmentoption is not exercised, that the initial stockholders do not purchase any units in the initial public offering or units or sharesin the after-market and excluding the representative’s shares). Additionally, each public stockholder may elect to redeem itspublic shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described in thepreceding paragraph).

 

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Pursuant to our amended and restated certificateof incorporation, if we are unable to complete our initial business combination within 15 months from the closing of the initial publicoffering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more thanten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable incash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust accountand not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the numberof then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (includingthe right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possiblefollowing such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subjectin the case of clauses (ii) and (iii) above to our obligations under Delaware law to provide for claims of creditors and the requirementsof other applicable law. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they willagree to waive their rights to liquidating distributions from the trust account with respect to any founder shares and placement sharesheld by them if we fail to complete our initial business combination within 15 months from the closing of the initial public offering.However, if our initial stockholders acquire public shares in or after the initial public offering, they will be entitled to liquidatingdistributions from the trust account with respect to such public shares if we fail to complete our initial business combination withinthe prescribed time period.

 

In the event of a liquidation, dissolution orwinding up of the company after an initial business combination, our stockholders are entitled to share ratably in all assets remainingavailable for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preferenceover the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicableto the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal totheir 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 and Placement Shares**

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The founder shares and placement shares are identicalto the shares of Class A common stock included in the units being sold in the initial public offering, and holders of founder shares andplacement shares have the same stockholder rights as public stockholders, except that (i) the founder shares and placement shares aresubject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors have entered intoa letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder sharesand placement shares and any public shares held by them in connection with the completion of our initial business combination, (B) towaive their redemption rights with respect to their founder shares and placement shares and any public shares in connection with a stockholdervote to approve an amendment to our amended and restated certificate of incorporation (x) to modify the substance or timing of our obligationto allow redemption in connection with our initial business combination or certain amendments to our charter prior thereto or to redeem100% of our public shares if we do not complete our initial business combination within 15 months from the closing of the initial publicoffering or (y) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activityand (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if wefail to complete our initial business combination within 15 months from the closing of the initial public offering, although they willbe entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete ourinitial business combination within such time period, (iii) the founder shares are shares of our Class B common stock that will automaticallyconvert into shares of our Class A common stock at the time of the consummation of our initial business combination, on a one-for-onebasis, subject to adjustment as described herein, and (iv) are entitled to registration rights. If we submit our initial business combinationto our public stockholders for a vote, our sponsor, officers and directors have agreed pursuant to the letter agreement to vote any foundershares and placement shares held by them and any public shares purchased during or after the initial public offering (including in openmarket and privately negotiated transactions) in favor of our initial business combination. The placement shares will not be transferable,assignable or saleable until 30 days after the consummation of our initial business combination except to permitted transferees.

 

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The shares of Class B common stock will automaticallyconvert into shares of Class A common stock at the time of 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 adjustmentas provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issuedin excess of the amounts offered in the prospectus and related to the closing of the initial business combination, the ratio at whichshares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority ofthe outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) sothat 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, 24.81% of the sum of the total number of all shares of common stock outstanding upon completion of the initialpublic offering (excluding the shares of Class A common stock issued to the representative or its designees, the placement units and securitiesunderlying the placement units and assuming the initial stockholders do not purchase units in the initial public offering)plus all sharesof Class A common stock and equity-linked securities issued or deemed issued in connection with the initial business combination (excludingany shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination, any private placement-equivalentunits and their underlying securities issued to our sponsor or its affiliates upon conversion of loans made to us). We cannot determineat 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 suchadjustment to the conversion ratio. They may waive such adjustment due to (but not limited to) the following: (i) closing conditions whichare part of the agreement for our initial business combination; (ii) negotiation with Class A stockholders on structuring an initial businesscombination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions of the Class B commonstock. 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 reducethe percentage ownership of holders of both classes of our common stock. The term “equity-linked securities” refers to anydebt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issues in a financing transactionin connection with our initial business combination, including but not limited to a private placement of equity or debt. Securities couldbe “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon the conversion or exerciseof convertible securities, warrants or similar securities.

 

With certain limited exceptions, the founder sharesare 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 to occur of: (A) six months after the completion ofour initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our ClassA common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations andthe like) for any 20 trading days within any 30-trading day period commencing after our initial business combination.

 

**Preferred Stock**

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

 

**Redeemable Warrants**

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**Public Stockholders’ Warrants**

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Each warrant entitles the registered holderto purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at anytime commencing on the later of 12 months from the closing of the initial public offering and 30 days after the completion of ourinitial business combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole numberof shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. Nofractional warrants will be issued upon separation of the units and only whole warrants will trade.

 

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The warrants will expire five years after thecompletion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

 

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

 

We are not registering the shares of Class A commonstock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, after the closing of ourinitial business combination, we will use our best efforts to file with the SEC a registration statement covering the shares of ClassA common stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a currentprospectus 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 the60th business day after the closing of our initial business combination, warrant holders may, until such time as there is an effectiveregistration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrantson 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 specifiedperiod following the consummation of our initial business combination, warrant holders may, until such time as there is an effective registrationstatement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashlessbasis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, providedthat such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise theirwarrants on a cashless basis. In the event of such cashless exercise, each holder would pay the exercise price by surrendering the warrantsfor that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares ofClass A common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fairmarket value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the averagereported last sale price of the shares of Class A common stock for the 5 trading days ending on the trading day prior to the date of exercise.The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time,or earlier upon redemption or liquidation.

 

The placement warrants, as well as any warrantsunderlying additional units we issue to our sponsor, officers, directors, initial stockholders or their affiliates in payment of workingcapital loans made to us, will be identical to the warrants underlying the units being offered in the initial public offering, exceptthat they will not be transferable, assignable or saleable until 30 days after the consummation of the initial business combination.

 

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

 

•       inwhole and not in part;

 

•       ata price of $0.01 per warrant;

 

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•       uponnot less than 30 days’ prior written notice of redemption given after the warrants become exercisable (the “30-day redemptionperiod”) to each warrant holder;

 

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if, and only if, the reported last sale priceof the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizationsand the like) for any 20 trading days within a 30-trading day period commencing once the warrants become exercisable and ending threebusiness days before we send the notice of redemption to the warrant holders; and’

 

•       if,and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants.

 

The right to exercise will be forfeited unlessthe warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holderof a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of suchwarrant.

 

We have established the last of the redemptioncriterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exerciseprice. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitledto exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the $18.00redemption 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.

 

If we call the warrants for redemption as describedabove, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.”In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stockequal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multipliedby the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair marketvalue. The “fair market value” for this purpose shall mean the average reported last sale price of the shares of Class A commonstock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holdersof warrants.

 

The warrants will be issued in registered formunder a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement providesthat the terms of the warrants may be amended without the consent of any holder (i) to cure any ambiguity or correct any mistake, includingto conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement set forthin the public offering prospectus, or to cure, correct or supplement any defective provision, or (ii) to add or change any other provisionswith respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary ordesirable and that the parties deem to not adversely affect the interests of the registered holders of the warrants. The warrant agreementrequires the approval, by written consent or vote, of the holders of at least 50% of the then outstanding public warrants in order tomake any change that adversely affects the interests of the registered holders.

 

The exercise price and number of shares of ClassA common stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend,extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the warrantswill not be adjusted for issuances of shares of Class A common stock at a price below their respective exercise prices.

 

In addition, if (x) we issue additionalshares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of ourinitial business combination at a Newly Issued Price of less than $9.20 per share of Class A common stock (with such issue price oreffective issue price to be determined in good faith by our board of directors, and in the case of any such issuance to our sponsor,initial stockholders or their affiliates, without taking into account any founder shares held by them 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 (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 pershare redemption trigger price of the warrants will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) theMarket Value or (ii) the Newly Issued Price.

 

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

 

Warrant holders may elect to be subject to a restrictionon the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that,after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of Class A common stock outstanding.

 

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

 

We have agreed that, subject to applicable law,any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforcedin the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submitto such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors — Our warrant agreement will designate the courts of the State of New York or the United States District Court for the SouthernDistrict of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders ofour warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.”This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which thefederal district courts of the United States of America are the sole and exclusive forum.

 

**Placement warrants**

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The placement warrants have terms and provisionsthat are identical to those of the warrants being sold as part of the units in the public offering, including as to exercise price, exercisabilityand exercise period.

 

In addition, holders of our placement warrantsare entitled to certain registration rights.

 

Our sponsor has agreed not to transfer, assignor sell any of the placement warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the datethat is 30 days after the date we complete our initial business combination, except among other limited exceptions as described underthe section of the public offering prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Sharesand 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 ourcommon stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The paymentof cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financialconditions subsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initialbusiness combination will be within the discretion of our board of directors at such time. If we increase or decrease the size ofthe offering we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable,with respect to our Class B common stock immediately prior to the consummation of the offering in such amount as to maintain theownership of our initial stockholders at 24.81% of the issued and outstanding shares of our common stock (excluding the shares ofClass A common stock issued to the representative or its designees, the placement units and the securities underlying the placementunits and assuming they do not purchase any units in the initial public offering) upon the consummation of the initial publicoffering. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we mayagree to in connection therewith.

 

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