Exhibit
4.5


 


FINTECH
ACQUISITION CORP. VI


 


 DESCRIPTION
OF SECURITIES


 


The
following summary of the material terms of the securities of FinTech Acquisition Corp. VI, a Delaware corporation (“we,”
“us,” “our” or the “Company”), is not intended to be a complete summary of the rights and preferences
of such securities and is subject to and qualified by reference to our amended and restated certificate of incorporation, our amended
and restated bylaws and the warrant agreement, dated June 23, 2021, between the Company and Continental Stock Transfer & Trust Company
(the “Warrant Agreement”), in each case incorporated by reference as exhibits to the Company’s Annual Report on Form
10-K for the year ended December 31, 2021 (the “Report”), and applicable Delaware law, including the Delaware General Corporation
Law, or DGCL. We urge you to read our amended and restated certificate of incorporation, our amended and restated bylaws and the Warrant
Agreement in their entirety for a complete description of the rights and preferences of our securities.


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 60,000,000 shares of Class A common
stock, par value $0.0001 per share, 10,000,000 shares of Class B common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated
preferred stock, $0.0001 par value.


 


Units


 


Each
unit consists of one share of Class A common stock and one-fourth of one warrant. Each whole warrant entitles the holder to purchase
one share of Class A common stock at a price of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant
holder may exercise its warrants only for a whole number of shares of Class A common stock. This means that only a whole warrant may
be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. Accordingly, unless you purchase at least four units, you will not be able to receive or trade a whole warrant.


 


The
Class A common stock and warrants comprising the units began separate trading on August 16, 2021. Holders have the option to continue
to hold units or separate their units into the component securities. Holders need to have their brokers contact our transfer agent in
order to separate the units into shares of Class A common stock and warrants.


 


Common
Stock


 


Class
A common stock


 


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


 


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


 






     


     


    

 


We
will provide our stockholders with the opportunity to redeem all or a portion of their public shares upon the consummation of our initial
business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, as of
two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust
account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
described herein.


 


The
per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the representative. Our sponsor, officers and directors and Cantor Fitzgerald have entered into written agreements
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and placement shares
held by them in connection with the completion of our business combination. Unlike many blank check companies that hold stockholder votes
and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public
shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder vote
is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our
amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender
offer documents with the SEC prior to consummating our initial business combination. Our amended and restated certificate of incorporation
requires these tender offer documents to contain substantially the same financial and other information about the initial business combination
and the redemption rights as is required under the SEC’s proxy rules. If, however, stockholder approval of the transaction is required
by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank check companies, offer
to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If
we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common
stock voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or
by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares
of capital stock of the Company entitled to vote at such meeting. However, the participation of our sponsor, officers, directors, advisors
or their affiliates in privately-negotiated transactions, if any, could result in the approval of our business combination even
if a majority of our public stockholders vote, or indicate their intention to vote, against such business combination. For purposes of
seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval
of our business combination once a quorum is obtained. We intend to give not less than 10 days nor more than 60 days prior written notice
of any such meeting, if required, at which a vote will be taken to approve our business combination. These quorum and voting thresholds,
and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.


 


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


 


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


 






    2


     


    

 


Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our business combination by December 28, 2022,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not
previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the
right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Our initial stockholders and Cantor Fitzgerald have agreed to waive their rights to liquidating distributions from the trust account
with respect to any founder shares and placement shares held by them if we fail to complete our business combination by December 28,
2022. However, if our initial stockholders acquire public shares in or after the initial public offering, they will be entitled to liquidating
distributions from the trust account with respect to such public shares if we fail to complete our business combination within the prescribed
time period. Cantor Fitzgerald will have the same redemption rights as a public stockholder with respect to any public shares they acquire.


 


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


 


Class
B common stock


 


There
are 8,563,333 shares of our Class B common stock, or founder shares, outstanding. Our sponsor purchased an aggregate of 580,000 placement
shares contained in the placement units in a private placement that occurred simultaneously with the completion of the initial public
offering. The founder shares and placement shares are each identical to the shares of Class A common stock included in the units, and
holders of founder shares or placement shares have the same stockholder rights as public stockholders, except that (i) only holders of
the founder shares have the right to vote on the election of directors prior to our initial business combination; (ii) the founder shares
and placement shares are subject to certain transfer restrictions, and (iii) each holder of founder shares has agreed, and each purchaser
of placement units has agreed, to waive his, her or its redemption rights with respect to his, her or its founder shares and placement
shares, (A) in connection with the consummation of a business combination, (B) in connection with a stockholder vote to amend our amended
and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if
we do not complete our initial business combination by December 28, 2022, (C) if we fail to consummate our initial business combination
by December 28, 2022 and (D) upon our liquidation prior to December 28, 2022. To the extent holders of founder shares or purchasers of
placement units transfer any of these securities, such transferees will agree, as a condition to such transfer, to waive these same redemption
rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor and the other initial stockholders
have agreed, and our officers and directors have agreed, to vote their respective founder shares, placement shares and any public shares
held by them in favor of our initial business combination.


 


The
shares of Class B common stock will automatically convert into shares of Class A common stock at the time of our initial business combination
on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and
subject to further adjustment as provided herein. In the case that additional shares of Class A common stock or equity-linked securities
are issued or deemed issued in excess of the amounts offered in the initial public offering and related to the closing of the business
combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless
the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance
or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock
will equal, in the aggregate, on an as-converted basis 25% of the sum of the total number of all shares of common stock issued and outstanding
upon completion of the initial public offering, including placement shares, plus all shares of Class A common stock and equity-linked
securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities
issued, or to be issued, to any seller in our initial business combination.


 






    3


     


    

 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to certain permitted transferees,
each of whom will be subject to the same transfer restrictions)  (i) with respect to 25% of such shares, until consummation of our
initial business combination, (ii) with respect to 25% of such shares, until the closing price of our Class A common stock exceeds $12.00
for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iii) with
respect to 25% of such shares, until the closing price of our Class A common stock exceeds $13.50 for any 20 trading days within a 30-trading day
period following the consummation of our initial business combination, and (iv) with respect to 25% of such shares, until the closing
price of our Class A common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation
of our initial business combination or earlier, in any case, if, following a business combination, we complete a liquidation, merger,
capital stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to
exchange their shares of common stock for cash, securities or other property..


 


Preferred
Stock


 


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


 


Warrants


 


Public
Stockholders’ Warrants


 


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


 


We
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise for cash of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common
stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A
common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified
or deemed to be exempt from the registration or qualification requirements of the securities laws of the state of residence of the registered
holder of the warrants.


 






    4


     


    

 


We
have agreed that as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination,
we will use our best efforts to file, and within 60 business days following our initial business combination to have declared effective,
a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise
of the warrants. We will use our best efforts to maintain the effectiveness of such registration statement, and a current prospectus
relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a
registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60th
business day after the closing of our initial business combination, warrant holders may, until such time as there is an effective
registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants
on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the
above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such
that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our
option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration
statement, but we will be required to use our best efforts to register or qualify the shares under applicable blue sky laws to the extent
an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of
shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of
Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the
exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph
means the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date
on which the notice of exercise is received by the warrant agent.


 


Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00.    


 


Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the placement warrants):


 


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



 


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


 


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


 






    5


     


    

 


Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00.


 


Once
the warrants become exercisable, we may redeem the outstanding warrants:


 


		●	in
                                            whole and not in part;



 


		●	at
                                            $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption
                                            provided that holders will be able to exercise their warrants on a cashless basis
                                            prior to redemption and receive that number of shares determined by reference to the table
                                            below, based on the redemption date and the “fair market value” (as defined below)
                                            of our Class A common stock except as otherwise described below;



 


		●	if,
                                            and only if, the closing price of our Class A common stock equals or exceeds $10.00
                                            per public share (as adjusted for adjustments to the number of shares issuable upon exercise
                                            or the exercise price of a warrant as described under the heading “— Anti-dilution
                                            Adjustments” below) for any 20 trading days within the 30-trading day period ending
                                            three trading days before we send the notice of redemption to the warrant holders; and



 


		●	if
                                            the closing price of our Class A common stock for any 20 trading days within a 30-trading
                                            day period ending three trading days before we send notice of redemption to the warrant holders
                                            is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable
                                            upon exercise or the exercise price of a warrant as described under the heading “—
                                            Anti-dilution Adjustments” below), the placement warrants must also be concurrently
                                            called for redemption on the same terms as the outstanding public warrants, as described
                                            above.



 


Beginning
on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their warrants
on a cashless basis. The numbers in the table below represent the number of shares of Class A common stock that a warrant holder
will receive upon such cashless exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair
market value” of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants
and such warrants are not redeemed for $0.10 per warrant), determined for these purposes based on the volume weighted average price of
our Class A common stock during the 10 trading days immediately following the date on which the notice of redemption is sent to
the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants,
each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business
day after the 10-trading day period described above ends. Pursuant to the warrant agreement, references above to Class A common
stock shall include a security other than Class A common stock into which the Class A common stock have been converted or exchanged
for in the event we are not the surviving company in our initial business combination. The numbers in the table below will not be adjusted
when determining the number of shares of Class A common stock to be issued upon exercise of the warrants if we are not the surviving
entity following our initial business combination.


 


The
share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable
upon exercise of a warrant or the exercise price of a warrant is adjusted as set forth under the heading “— Anti-dilution
Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted share prices in the column
headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number
of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares
deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and
at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price of a warrant is adjusted, (a) in
the case of an adjustment pursuant to the fifth paragraph under the heading “— Anti-dilution Adjustments” below,
the adjusted share prices in the column headings will equal the unadjusted share price multiplied by a fraction, the numerator of which
is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments”
and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “— Anti-dilution
Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share price less the decrease in
the exercise price of a warrant pursuant to such exercise price adjustment.


 






    6


     


    

 


	Redemption
    Date	 	Fair
    Market Value of Class A Common Stock	 
	(period to expiration of warrants)	 	≤10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	≥18.00	 
	60
    months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 







 


The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between
two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A common
stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth
for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year,
as applicable. For example, if the volume weighted average price of our Class A common stock during the 10 trading days immediately
following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there
are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their
warrants for 0.277 Class A common stock for each whole warrant. For an example where the exact fair market value and redemption
date are not as set forth in the table above, if the volume weighted average price of our Class common stock during the 10 trading
days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and
at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature,
exercise their warrants for 0.298 Class A common stock for each whole warrant. In no event will the warrants be exercisable on a
cashless basis in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject
to adjustment). Finally, as reflected in the table above, if the warrants are out of the money and about to expire, they cannot be exercised
on a cashless basis in connection with a redemption by us pursuant to this redemption feature, since they will not be exercisable for
any shares of Class A common stock.


 






    7


     


    

 


This
redemption feature differs from the typical warrant redemption features used in other blank check offerings, which typically only provide
for a redemption of warrants for cash (other than the placement warrants) when the trading price for the Class A common stock exceeds
$18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to
be redeemed when the Class A common stock are trading at or above $10.00 per share, which may be at a time when the trading price
of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide
us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under
“— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.” Holders
choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares
for their warrants based on an option pricing model with a fixed volatility input. This redemption right provides us with an additional
mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants
would no longer be outstanding and would have been exercised or redeemed and we will be required to pay the redemption price to warrant
holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we
determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best
interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.


 


As
stated above, we can redeem the warrants when the Class A common stock are trading at a price starting at $10.00, which is below
the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing
warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose
to redeem the warrants when the Class A common stock are trading at a price below the exercise price of the warrants, this could
result in the warrant holders receiving fewer Class A common stock than they would have received if they had chosen to wait to exercise
their warrants for Class A common stock if and when such Class A common stock were trading at a price higher than the exercise
price of $11.50.


 


No
fractional Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional
interest in a share, we will round down to the nearest whole number of the number of Class A common stock to be issued to the holder.
If, at the time of redemption, the warrants are exercisable for a security other than the shares of Class A common stock pursuant
to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be
exercised for such security. At such time as the warrants become exercisable for a security other than the Class A common stock,
the company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable
upon exercise of the warrants.


 


Redemption
Procedures


 


A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the
right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.8% or 9.8% (or such other amount as
a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.


 






    8


     


    

 


Anti-dilution
Adjustments


 


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


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities
or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital
stock into which the warrants are convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy
the redemption rights of the holders of Class A common stock in connection with a proposed initial business combination, (d) to satisfy
the redemption rights of the holders of Class A common stock in connection with a stockholder vote to amend our amended and restated
certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our Class A common stock if we do
not complete our initial business combination by December 28, 2022, or (e) in connection with the redemption of our public shares upon
our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after
the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share
of Class A common stock in respect of such event.


 


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


 


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


 


In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or
that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or
into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in
any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to
another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with
which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior
to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable
in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of
the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price
will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant.
The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction
occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential
value of the warrants.


 






    9


     


    

 


The
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure
any ambiguity or correct any defective provision or to make any amendments that are necessary in the good faith determination of our
board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in our
financial statements, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants.


 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes in
connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share
(with such issue price or effective issue price to be determined in good faith by us and in the case of any such issuance to our sponsors
or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable,
prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than
50% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of
the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our
shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our
initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants
will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per
share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly
Issued Price and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the
Market Value and the Newly Issued Price.


 


The
warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock or any voting
rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common
stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be
voted on by stockholders.


 


Warrants
may be exercised only for a whole number of shares of Class A common stock. No fractional shares will be issued upon exercise of the
warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise,
round down to the nearest whole number of shares of Class A common stock to be issued to the warrant holder. As a result, warrant
holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional
interest that will not be issued.


 






    10


     


    

 


Placement
Warrants 


 


The
placement warrants (including the warrants included in the units that may be issued upon conversion of working capital loans and the
Class A common stock issuable upon exercise of the placement warrants) are not transferable, assignable or salable until 30 days after
the completion of our initial business combination (subject to limited exceptions) and they are not redeemable by us so long as they
are held by our sponsor, Cantor Fitzgerald or their permitted transferees. Otherwise, the placement warrants have terms and provisions
that are identical to those of the warrants sold as part of the units in the initial public offering, including as to exercise price,
exercisability and exercise period. If the placement warrants are held by holders other than the sponsor, Cantor Fitzgerald or their
permitted transferees, the placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants
included in the units sold in the initial public offering. Each of the warrants included in the units that may be issued upon conversion
of working capital loans shall be identical to the placement warrants. In addition, for as long as placement warrants are held by Cantor
Fitzgerald and/or its designees or affiliates, such placement warrants will be subject to a lock-up in compliance with FINRA Rule 5110(e)
and may not be exercised after five years from the commencement of sales of the initial public offering in accordance with FINRA Rule 5110(g)(8)(A).


 


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


 


In
order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor
or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. Such loans may be convertible
into units, at a price of $10.00 per unit at the option of the lender. The units would be identical to the placement units.


 


Our
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation contains requirements and restrictions relating to the initial public offering that
will apply to us until the consummation of our initial business combination. These provisions cannot be amended without the approval
of the holders of 65% of our common stock. Our initial stockholders will participate in any vote to amend our amended and restated certificate
of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended and restated certificate of
incorporation provides, among other things, that:


 


		●	if
                                            we are unable to consummate our initial business combination by December 28, 2022, we will
                                            (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
                                            possible but not more than ten business days thereafter, subject to lawfully available funds
                                            therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal
                                            to the aggregate amount then on deposit in the trust account including interest earned on
                                            funds held in the trust account and not previously released to us to pay our taxes (less
                                            up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
                                            public shares, which redemption will completely extinguish public stockholders’ rights
                                            as stockholders (including the right to receive further liquidating distributions, if any),
                                            subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
                                            subject to the approval of our remaining stockholders and our board of directors, dissolve
                                            and liquidate, subject in each case to our obligations under Delaware law to provide for
                                            claims of creditors and the requirements of other applicable law;



 


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



 






    11


     


    

 


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



		 	 



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



		 	 



		●	Our
                                            initial business combination must occur with one or more target businesses that together
                                            have an aggregate fair market value of at least 80% of our assets held in the trust account
                                            (excluding the deferred underwriting commissions and taxes payable on the income earned on
                                            the trust account) at the time of the agreement to enter into the initial business combination;



		 	 



		●	if
                                            our stockholders approve an amendment to our amended and restated certificate of incorporation
                                            (i) to modify the substance or timing of our obligation to redeem 100% of our public shares
                                            if we do not complete our business combination by December 28, 2022 or (ii) with respect
                                            to any other provisions relating to stockholders’ rights or pre-initial business combination
                                            activity, we will provide our public stockholders with the opportunity to redeem all or a
                                            portion of their shares of Class A common stock upon such approval at a per-share price,
                                            payable in cash, equal to the aggregate amount then on deposit in the trust account, including
                                            interest earned on the funds held in the trust account and not previously released to us
                                            to pay our taxes, divided by the number of then outstanding public shares; and



		 	 



		●	we
                                            will not consummate our initial business combination with another blank check company or
                                            a similar company with nominal operations.



 


In
addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public shares
in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation of our initial business combination.


 


Certain
Anti-Takeover Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and Bylaws


 


We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations,
under certain circumstances, 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 following the date that the stockholder
                                            became an interested stockholder.



		 	 



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


		 	 



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




 






    12


     


    

 


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



 


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


 


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


 


Exclusive
forum for certain lawsuits


 


Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in
our name, actions against directors, officers and employees for breach of fiduciary duty and other similar 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 party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent
to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive
jurisdiction of a court or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter
jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service
of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in
the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable,
and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers.


 


Our
amended and restated certificate of incorporation provides that the exclusive forum provision is 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 created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive
forum provision will not apply to suits brought to 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 an alternative forum, the federal district courts of the United States of America shall,
to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising
under the Securities Act or the rules and regulations promulgated thereunder. We note, however, that there is uncertainty as to whether
a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations
thereunder.


 


Special
meeting of stockholders


 


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


 


Advance
notice requirements for stockholder proposals and director nominations


 


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


 






    13


     


    

 


Action
by written consent


 


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


 


Classified
Board of Directors


 


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


 


Class
B Common Stock Consent Right


 


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