**Exhibit 4.5**

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**DESCRIPTION OF SECURITIES**

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**General**

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Our amended and restated certificate of incorporationauthorizes the issuance of 60,000,000 shares of common stock, par value $0.0001 and 1,000,000 shares of preferred stock, par value $0.0001.

**Units**

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Each unit has an offering price of $10.00 and consistsof one share of common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one shareof our common stock at a price of $11.50 per share, subject to adjustment as described in our IPO prosectus. Only whole warrantsare exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.

 

We expect the common stock and warrants comprisingthe units will begin separate trading on the 52nd day following the date of our IPO prospectus unless Raymond James informs us ofits decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and havingissued a press release announcing when such separate trading will begin. Once the shares of common stock and warrants commence separatetrading, holders will have the option to continue to hold units or separate their units into the component securities. Holderswill need to have their brokers contact our transfer agent in order to separate the units into shares of common stock and warrants.

 

In no event will the common stock and warrants betraded separately until we have filed a Current Report on Form 8-K with the SEC, which includes an audited balance sheet reflecting ourreceipt of the gross proceeds at the closing of our IPO. We will file a Current Report on Form 8-K which includes this audited balancesheet upon the completion of our IPO, which closing is anticipated to take place three business days after the date of our IPO prospectus.If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a secondor amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’over-allotment option.

 

**Common Stock**

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Our holders of record of our common stock are entitledto one vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve our initialbusiness combination, our insiders, officers, and directors, have agreed to vote their respective shares of common stock owned by themimmediately prior to our IPO, including both the founder shares and any shares acquired in our IPO or following our IPO in the open market,in favor of the proposed business combination.

 

We will consummate our initial business combinationonly if public stockholders do not exercise redemption rights in an amount that would cause our net tangible assets to be less than $5,000,001and a majority of the outstanding shares of common stock voted are voted in favor of the business combination.

 

Pursuant to our amended and restated certificateof incorporation, if we do not consummate our initial business combination within 18 months from the closing of our IPO, we will(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than fivebusiness days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) aspromptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claimsof creditors and the requirements of other applicable law. Our insiders have agreed to waive their rights to share in any distributionwith respect to their founder shares.

 

Our stockholders have no conversion, preemptiveor other subscription rights and there is no sinking fund provision applicable to the shares of common stock, except that public stockholdershave the right to sell their shares to us in any tender offer or have their shares of common stock redeemed if they vote for or againstthe proposed business combination.

 

 

 

 

If we hold a stockholder vote to amend any provisionsof our certificate of incorporation relating to stockholder’s rights or pre-business combination activity (including the substanceor timing within which we have to complete a business combination), we will provide our public stockholders with the opportunity to redeemtheir shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amountthen on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released tous to pay our franchise and income taxes, divided by the number of then outstanding public shares, in connection with any such vote. Insuch event, redeeming stockholders would be paid their pro rata portion of the trust account promptly following the approval of theamendment to the certificate of incorporation.

 

If we increase or decrease the size of the offering,we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with respect toour founder shares immediately prior to the consummation of our IPO in such amount as to maintain the ownership of our initial stockholdersat 20% of the issued and outstanding shares of our common stock upon the consummation of our IPO.

 

Common stockholders of record are entitled to onevote for each share held on all matters to be voted on by stockholders. Holders of record of our common stock, including founder shares,will vote together as a single class on all matters submitted to a vote of our stockholders, with each share of common stock entitlingthe holder to one vote except as required by law. Unless specified in our amended and restated certificate of incorporation or bylaws,or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our sharesof common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors will be dividedinto two classes, each of which will generally serve for a term of two years with only one class of directors being elected in eachyear. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of theshares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividendswhen, as and if declared by the board of directors out of funds legally available therefor.

 

Because our amended and restated certificate ofincorporation authorizes the issuance of up to 60,000,000 shares of common stock, if we were to enter into an initial business combination,we may (depending on the terms of such an initial business combination) be required to increase the number of shares of common stock whichwe are authorized to issue at the same time as our stockholders vote on the initial business combination to the extent we seek stockholderapproval in connection with our initial business combination.

 

In accordance with Nasdaq corporate governance requirements,we are not required to hold an annual meeting until no later than one year after our first full fiscal year end following our listingon 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 wantus to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one bysubmitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.

 

We will provide our stockholders with the opportunityto redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payablein cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initialbusiness combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes,divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust accountis initially anticipated to be approximately $10.20 per public share. The per-share amount we will distribute to investors who properlyredeem their shares will not be reduced by deferred underwriting commissions we will pay to the underwriters.

 

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Our sponsor, officers and directors have enteredinto a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder sharesand any public shares held by them in connection with the completion of our initial business combination. We will provide our public stockholderswith the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either(i) in connection with a stockholder meeting called to approve the initial business combination or (ii) without a stockholdervote by means of a tender offer. If we seek stockholder approval, we will complete our initial business combination only if a majorityof the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting willconsist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority ofthe voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. If we conduct redemptionsby means of a tender offer, the tender offer documents will contain substantially the same financial and other information about the initialbusiness combination and the redemption rights as is required under the SEC’s proxy rules.

 

If we seek stockholder approval, the participationof our sponsor, officers, directors, advisors or any of their affiliates in privately negotiated transactions (as described in our IPOprospectus), if any, could result in the approval of our initial business combination even if a majority of our public stockholders vote,or indicate their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstandingshares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.We intend to give approximately 30 days’ (but not less than 10 days’ nor more than 60 days’) prior writtennotice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum andvoting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initialbusiness combination.

 

If we seek stockholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholderor any other person with whom such stockholder is acting in concert or as a “group” (as definedunder Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15%of the shares of common stock sold in our IPO, which we refer to as the Excess Shares. However, we would not be restricting our stockholders’ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and suchstockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholderswill not receive redemption distributions with respect to the Excess Shares if we complete the initial business combination. And, as aresult, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be requiredto sell their stock in open market transactions, potentially at a loss.

 

If we seek stockholder approval in connection withour initial business combination, pursuant to a letter agreement, our sponsor, officers and directors have agreed to vote their foundershares and any public shares purchased during or after our IPO (including in open market and privately negotiated transactions) in favorof our initial business combination.

 

As a result, in addition to our initial stockholders’founder shares, we would need only 468,750, or 6.25%, of the 7,500,000 public shares sold in our IPO to be voted in favor of an initialbusiness combination in order to have our initial business combination approved (assuming that only a quorum was present at the meeting,that the over-allotment option is not exercised and that the initial stockholders do not purchase any units in our IPO or unitsor shares in the after-market). Additionally, each public stockholder may elect to redeem its public shares irrespective of whether theyvote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held toapprove the proposed transaction (subject to the limitation described in the preceding paragraph).

 

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Pursuant to our amended and restated certificateof incorporation, if we are unable to complete our initial business combination within 18 months from the closing of our IPO, wewill (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than10 business days thereafter redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on depositin the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes(less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemptionwill 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 stockholdersand our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims ofcreditors and the requirements of other applicable law. Our sponsor, officers and directors have entered into a letter agreement withus, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any foundershares held by them if we fail to complete our initial business combination within 18 months from the closing of our IPO. However,if our initial stockholders acquire public shares in or after our IPO, they will be entitled to liquidating distributions from the trustaccount with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.

 

In the event of a liquidation, dissolution or windingup of the Company after an initial business combination, our stockholders are entitled to share ratably in all assets remaining availablefor distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference overthe common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable tothe common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to their *pro rata* shareof the aggregate amount then on deposit in the trust account, including interest (which will be net of taxes paid by us) upon the completionof our initial business combination, subject to the limitations described herein.

 

***Founder Shares***

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The founder shares are identical to the shares ofcommon stock included in the units being sold in our IPO, and holders of founder shares have the same stockholder rights as publicstockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below,(ii) our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) towaive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completionof our initial business combination, (B) to waive their redemption rights with respect to their founder shares and public sharesin connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation to (i) modifythe substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combinationor to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing ofour IPO or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial business combinationactivity, and (C) to waive their rights to liquidating distributions from the trust account with respect to any founder shares heldby them if we fail to complete our initial business combination within 18 months from the closing of our IPO, 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, and (iii) the founder shares are entitled to registration rights. If we submitour initial business combination to our public stockholders for a vote, our sponsor, officers and directors have agreed (and its permittedtransferees will agree) pursuant to the letter agreement to vote any founder shares held by them and any public shares purchased duringor after our IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination.

 

In the case that additional shares of common stockor equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of shares of commonstock issuable to holders of founder shares will equal, in the aggregate, 20% of the sum of the total number of all shares of common stockoutstanding upon the completion of our IPO, plus the total number of shares of common stock issued, or deemed issued or issuable uponconversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relationto the consummation of the initial business combination, excluding any shares of common stock or equity-linked securities exercisablefor or convertible into shares of common stock issued, or to be issued, to any seller in the initial business combination and any privateplacement-equivalent warrants issued to our sponsor, officers or directors upon conversion of working capital loans. We cannot determineat this time whether a majority of the holders of our common stock at the time of any future issuance would agree to waive such adjustment.They may waive such adjustment due to (but not limited to) the following: (i) closing conditions that are part of the agreement forour initial business combination; (ii) negotiation with stockholders on structuring an initial business combination; or (iii) negotiationwith parties providing financing that would trigger the anti-dilution provisions of the founder shares. If such adjustment is not waived,the issuance would not reduce the percentage ownership of holders of our founder shares, but would reduce the percentage ownershipof holders of our common stock. If such adjustment is waived, the issuance would reduce the percentage ownership of all of our commonstock. The term “equity-linked securities” refers to any debt or equity securities that are convertible, exercisable or exchangeablefor shares of common stock issued in a financing transaction in connection with our initial business combination, including but not limitedto a private placement of equity or debt. Securities could be “deemed issued” for purposes of the adjustment if such sharesare issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

 

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With certain limited exceptions, the founder sharesare not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initialbusiness combination or (B) subsequent to our initial business combination, (x) if the reported closing price of our commonstock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (y) thedate, following the completion of our initial business combination, on which we complete a liquidation, merger, capital stock exchange,reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of commonstock for cash, securities or other property.

 

**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 is authorized tofix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and anyqualifications, limitations, and restrictions thereof, applicable to the shares of each series. Our board of directors is able to, withoutstockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rightsof the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stockwithout stockholder approval could have the effect of delaying, deferring, or preventing a change of control of us or the removal of existingmanagement. We have no preferred stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferredstock, we cannot assure investors that we will not do so in the future. No shares of preferred stock are being issued or registered inour IPO.

 

**Redeemable Warrants**

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***Public Warrants***

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Each whole warrant entitles the registered holderto purchase one share of our common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any timecommencing on the later of 12 months from the closing of our IPO and 30 days after the completion of our initial business combination.Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of common stock. This means onlya whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the unitsand only whole warrants will trade. Accordingly, unless an investor purchases at least two units, he will not be able to receiveor 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.

 

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We will not be obligated to deliver any shares ofcommon stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statementunder the Securities Act with respect to the shares of common stock underlying the warrants is then effective and a current prospectusrelating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant will beexercisable and we will not be obligated to issue shares of common stock upon exercise of a warrant unless common stock issuable uponsuch warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of theregistered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied withrespect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value andexpire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effectivefor the exercised warrants, the purchaser of a unit containing such warrant, if not cash settled, will have paid the full purchase pricefor the unit solely for the share of common stock underlying such unit.

 

We are not registering the shares of common stockissuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than 15business days after the closing of our initial business combination, we will use our best efforts to file with the SEC a registrationstatement registering the issuance of the shares of common stock issuable upon exercise of the warrants, to cause such registration statementto become effective and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed,as specified in the warrant agreement. If a registration statement covering the shares of common stock issuable upon exercise of the warrantsis not effective by the 60th business day after the closing of our initial business combination or within a specified period followingthe consummation of our initial business combination, warrant holders may, until such time as there is an effective registration statementand 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; provided that such exemption is available.If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.

Once the warrants become exercisable, we may call the warrants forredemption:

 

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 the common stock equalsor exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like) for any20 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 not exercise our redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registrationor qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our bestefforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in whichthe warrants were initially offered by us in our IPO.

 

We have established the last of the redemption criteriadiscussed 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 toexercise its warrant prior to the scheduled redemption date. However, the price of the common stock may fall below the $18.00 redemptiontrigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations, and the like), as well as the $11.50warrant exercise price after the redemption notice is issued.

 

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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. Indetermining 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 numberof shares of common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders ofwarrants would pay the exercise price by surrendering their warrants for that number of shares of common stock equal to the quotient obtainedby dividing (x) the product of the number of shares of common stock underlying the warrants multiplied by and the excess of the “fairmarket value” (defined below) over the exercise price of the warrants by (y) the fair marketvalue. The “fair market value” shall mean the average reported closing price of the common stock for the 10 trading days endingon the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takesadvantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of commonstock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercisein this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believethis feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination.If we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted transfereeswould still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula describedabove that other warrant holders would have been required to use had all warrant holders been required to exercise their warrants on acashless basis, as described in more detail below.

 

A holder of a warrant may notify us in writing inthe event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent thatafter giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actualknowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of common stockoutstanding immediately after giving effect to such exercise.

 

If the number of outstanding shares of common stockis increased by a stock dividend payable in shares of common stock, or by a split-up of shares of common stock or other similar event,then, on the effective date of such stock dividend, split-up or similar event, the number of shares of common stock issuable on exerciseof each warrant will be increased in proportion to such increase in the outstanding shares of common stock.

 

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

 

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

 

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

 

In case of any reclassification or reorganizationof the outstanding shares of common stock (other than those described above or that solely affects the par value of such shares of commonstock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger inwhich we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares ofcommon 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 entiretyor substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the rightto purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our commonstock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of sharesof 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 exercisedtheir warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of common stock in sucha transaction is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchangeor 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 30 days following public disclosure of such transaction,the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrantagreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants whenan extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwisedo not receive the full potential value of the warrants. This formula is to compensate the warrant holder for the loss of the option valueportion of the warrant due to the requirement that the warrant holder exercise the warrant within 30 days of the event. The Black-Scholesmodel is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.

 

The warrants were issued in registered form undera warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. A copy of the warrant agreementwas filed as an exhibit to the registration statement in connection with our IPO. The warrant agreement provides that the terms of thewarrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, and that all othermodifications or amendments will require the vote or written consent of the holders of at least a majority of the then outstanding publicwarrants and, solely with respect to any amendment to the terms of the private placement warrants, a majority of the then outstandingprivate placement warrants.

 

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 (or on a cashlessbasis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holdersdo not have the rights or privileges of holders of common stock or any voting rights until they exercise their warrants and receive sharesof common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder will be entitled to one votefor each share held of record on all matters to be voted on by stockholders.

 

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 down to the nearest whole number of shares of common stock to be issued to the warrant holder. As a result, warrant holdersnot purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional intereststhat will not be issued.

 

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In addition, if  (x) we issue additionalshares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial businesscombination at a Newly Issued Price of less than $9.20 per share of common stock (with such issue price or effective issue price to bedetermined in good faith by our board of directors and, in the case of any such issuance to our sponsor or its affiliates, without takinginto account any founder shares held by our sponsor or such affiliates, as applicable, prior to such issuance), (y) the aggregategross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the fundingof our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) theMarket Value is below $9.20 per share, (i) the exercise price of the warrants will be adjusted (to the nearest cent) to be equalto 115% of the higher of the Market Value or the Newly Issued Price, and (ii) the $18.00 per share redemption trigger price describedabove will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

 

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 — Ourwarrant agreement will designate the courts of the State of New York or the United States District Court for the Southern District ofNew York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants,which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.” This provisionapplies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal districtcourts of the United States of America are the sole and exclusive forum.

 

***Private Placement Warrants***

*** ***

The private placement warrants (including the commonstock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days afterthe completion of our initial business combination (except, among other limited exceptions as described under the section of our IPO prospectusentitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants,”to our officers and directors and other persons or entities affiliated with our sponsor). The private placement warrants have terms andprovisions that are identical to those of the warrants being sold as part of the units in our IPO, including as to exercise price,exercisability, and exercise period.

 

In order to finance transaction costs in connectionwith an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may,but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants at a priceof $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as toexercise price, exercisability, and exercise period. The terms of such working capital loans by our sponsor or their affiliates, or ourofficers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

 

Our sponsor has agreed not to transfer, assign orsell any of the private placement warrants (including the 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 that, among other limited exceptions as describedunder the section of our IPO prospectus entitled “Principal Stockholders — Restrictions on Transfers of FounderShares and Private Placement Warrants” made to our officers and directors and other persons or entities affiliated with our sponsor.

 

Because the private placement warrants were issuedin a private transaction, the holders and their transferees will be allowed to exercise the private placement warrants for cash even ifa registration statement covering the shares of common stock issuable upon exercise of such warrants is not effective and receive unregisteredshares of common stock.

 

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**Dividends**

** **

We have not paid any cash dividends on our commonstock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cashdividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial conditionssubsequent to completion of an initial business combination. The payment of any cash dividends subsequent to an initial business combinationwill be within the discretion of our board of directors at such time. If we increase or decrease the size of our IPO, we will effect astock dividend or a share contribution back to capital or other appropriate mechanism, as applicable, with respect to our common stockimmediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholders at 20% ofthe issued and outstanding shares of our common stock upon the consummation of our IPO. Further, if we incur any indebtedness, our abilityto declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 

**Our Transfer Agent and Warrant Agent**

** **

The transfer agent for our common stock and warrantagent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer &Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employeesagainst all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liabilitydue to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

 

**Our Amended and Restated Certificate of Incorporation**

** **

Our amended and restated certificate of incorporationcontains certain requirements and restrictions relating to our IPO that will apply to us until the completion of our initial businesscombination. These provisions cannot be amended without the approval of a majority of the holders of our common stock. Our initial stockholders,who collectively beneficially own 20% of our common stock upon the closing of our IPO (assuming they do not purchase any units inour IPO), will participate in any vote to amend our amended and restated certificate of incorporation and will have the discretion tovote in any manner they choose. Specifically, our amended and restated certificate of incorporation will provide, among other things,that:

 

if we are unable to complete our initial business combination within18 months from the closing of our IPO, we will: (i) cease all operations except for the purpose of winding up, (ii) aspromptly as reasonably possible, but not more than 10 business days thereafter redeem 100% of the public shares, at a per-share price,payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in thetrust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), dividedby 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 followingsuch redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject ineach case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;

 

prior to our initial business combination, we may not issue additionalshares of capital stock that would entitle the holders thereof to (i) receive funds from the trust account, (ii) vote on anyinitial business combination or (iii) vote on matters related to our pre-initial business combination activity;

 

although we do not intend to enter into an initial business combinationwith a target business that is affiliated with our sponsor, our directors or our officers, we are not prohibited from doing so. In theevent we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investmentbanking firm or another independent entity that commonly renders valuation opinions, that such an initial business combination is fairto our company from a financial point of view;

 

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

 

so long as we obtain and maintain a listing for our securities onNasdaq, Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have anaggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the amount of deferred underwritingdiscounts held in trust and net of taxes payable) at the time of our signing a definitive agreement in connection with our initial businesscombination.;

 

if our stockholders approve an amendment to our amended and restatedcertificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our publicshares in connection with an initial business combination or to redeem 100% of our public shares if we do not complete our initial businesscombination within 18 months from the closing of our IPO or (B) with respect to any other material provisions relating to stockholders’rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or aportion of their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount thenon deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us topay our taxes, divided by the number of then outstanding public shares; and

 

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

 

In addition, our amended and restated certificateof incorporation will provide that we will only redeem our public shares so long as (after such redemption) our net tangible assets willbe at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and after payment of deferredunderwriters’ fees and commissions.

 

**Certain Anti-Takeover Provisions of Delaware Law and our Amendedand Restated Certificate of Incorporation and By-Laws**

** **

We will be subject to the provisions of Section 203of the DGCL regulating corporate takeovers upon completion of our IPO. This statute prevents certain Delaware corporations, under certaincircumstances, from engaging in a “business combination” with:

 

a stockholder who owns 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 followingthe date that the stockholder became an interested stockholder.

 

A “business combination” includes amerger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

 

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our board of directors approves the transaction that made the stockholderan “interested stockholder,” prior to the date of the transaction;

 

after the completion of the transaction that resulted in the stockholderbecoming an interested stockholder, that stockholder owned at least 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 initial businesscombination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by anaffirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.

 

Our amended and restated certificate of incorporationprovides that our board of directors will be classified into two classes of directors. As a result, in most circumstances, a person cangain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.

 

Our authorized but unissued common stock and preferredstock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, includingfuture offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreservedcommon 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.

 

**Special meeting of stockholders**

** **

Our bylaws provide that special meetings of ourstockholders 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 directornominations**

** **

Our bylaws provide that stockholders seeking tobring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting ofstockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be deliveredto our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of businesson the 120th day prior to the scheduled date of the annual meeting of stockholders. Our bylaws also specify certain requirementsas to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters beforeour annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

 

**Exclusive forum for certain lawsuits**

** **

Our amended and restated certificate of incorporationrequires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers andemployees for breach of fiduciary duty and certain other actions may be brought only in the Court of Chancery in the State of Delaware,except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable partynot subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction ofthe Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a courtor forum other than the Court of Chancery or (C) for which the Court of Chancery does not have subject matter jurisdiction. If anaction is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on suchstockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of lawin 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.

 

Our amended and restated certificate of incorporationprovides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions.Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability createdby the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits broughtto enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.In addition, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of analternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusiveforum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rulesand regulations promulgated thereunder. We note, however, that there is uncertainty as to whether a court would enforce this provisionand that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liabilitycreated by the Securities Act or the rules and regulations thereunder.

 

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