Exhibit 4.5


 


DESCRIPTION OF REGISTRANT’S SECURITIES


 


The following summary of Merida Merger Corp. I’s
securities is based on and qualified by the Company’s Amended and Restated Articles of Incorporation (the “Amended and Restated
Charter”). References to the “Company” and to “we,” “us,” and “our” refer to Merida
Merger Corp. I.”


 


General


 


As of December 31, 2020, the Company is authorized
to issue 50,000,000 shares of common stock, par value $0.0001 and 1,000,000 shares of preferred stock, par value $0.0001. There are no
shares of preferred stock currently outstanding.


 


Common Stock


 


At December 31, 2020, there were 16,371,940 issued
and outstanding shares of common stock. Our stockholders of record are entitled to one vote for each share held on all matters to be voted
on by stockholders. In connection with any vote held to approve our initial business combination, our Sponsor, as well as all of our officers
and directors, have agreed to vote their respective shares of common stock owned by them immediately prior to our IPO and any shares purchased
in IPO or following the IPO in the open market in favor of the proposed business combination.


 


Our board of directors is divided into three classes,
each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no
cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares eligible
to vote for the election of directors can elect all of the directors.


 


Pursuant to our Amended and Restated Charter, if we
do not consummate an initial business combination by November 7, 2021, our corporate existence will cease except for the purposes of winding
up our affairs and liquidating and we will redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the
trust account, 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, divided by the number of then outstanding public shares, subject to applicable law and as further
described herein. Our Sponsor, officers and directors have agreed to waive their rights to participate in any liquidation distribution
from the trust account occurring upon our failure to consummate an initial business combination with respect to the founder’s common
stock. Our Sponsor, officers and directors will therefore not participate in any liquidation distribution from the trust account with
respect to such shares. They will, however, participate in any liquidation distribution from the trust account with respect to any shares
of common stock acquired in, or following, our IPO.


 


Our stockholders have no conversion, preemptive or
other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that
public stockholders have the right to have their shares of common stock converted to cash equal to their pro rata share of the trust account
in connection with the consummation of our business combination. Public stockholders who convert their stock into their share of the trust
account still have the right to exercise the warrants that they received as part of the units.


 


If we seek to amend any provisions of our amended
and restated certificate of incorporation that would affect our public stockholders’ ability to convert their shares in connection
with a business combination as described herein or affect the substance or timing of our obligation to redeem 100% of our public shares
if we do not complete a business combination within 24 months from the closing of this offering, we will provide dissenting public
stockholders with the opportunity to convert their public shares in connection with any such vote. This conversion right shall apply in
the event of the approval of any such amendment, whether proposed by our Sponsor, any executive officer, director or director nominee,
or any other person. 


 


Preferred Stock


 


There are no shares of preferred stock outstanding.
Our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting
or other rights which could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting
agreement entered into by us in connection with the IPO prohibits us, prior to a business combination, from issuing preferred stock which
participates in any manner in the proceeds of the trust account, or which votes as a class with the common stock on a business combination.
We may issue some or all of the preferred stock to effect a business combination. In addition, the preferred stock could be utilized as
a method of discouraging, delaying or preventing a change in control of us. 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


 


There are 10,451,087 warrants outstanding. Each whole
warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment as
discussed below, at any time commencing on the later of 30 days after the completion of an initial business combination or November 7,
2020.  However, no warrants will be exercisable for cash unless we have an effective and current registration statement covering
the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to such shares of common stock. Notwithstanding
the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the public warrants is not effective
within a specified period following the consummation of our initial business combination, warrant holders may, until such time as there
is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, 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. In the event of such a cashless exercise, each holder would pay the exercise price by surrendering the warrants for
that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock
underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last
sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the date of exercise. The warrants
will expire on the fifth anniversary of our completion of an initial business combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.


 


The private warrants issued to EarlyBirdCapital, Inc.
and our Sponsor, as well as any warrants underlying additional units we issue to our Sponsor, officers, directors or their affiliates
in payment of working capital loans made to us, will be identical to the warrants underlying the units being offered by this prospectus
except that such warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and will not be redeemable
by us, in each case so long as they are still held by our Sponsor or its permitted transferees.


 


We may call the warrants for redemption (excluding
the private warrants and any warrants underlying additional units issued to our Sponsor, initial stockholders, officers, directors or
their affiliates in payment of working capital loans made to us), in whole and not in part, at a price of $0.01 per warrant, (i) at any
time after the warrants become exercisable, (ii) upon not less than 30 days’ prior written notice of redemption to each warrant
holder after the warrants become exercisable, (iii)  if, and only if, the reported last sale price of the shares of common stock
equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20
trading days within a 30 trading day period commencing after the warrants become exercisable and ending on the third business day prior
to the notice of redemption to warrant holders, and (iv) if, and only if, there is a current registration statement in effect with respect
to the shares of common stock underlying such warrants.


 


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


 


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


 



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


 


In addition, if (x) we issue additional shares of
common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination
at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price
to be determined in good faith by our board of directors, and in the case of any such issuance to our Sponsor, initial stockholders or
their affiliates, without taking into account any founders’ shares held by them prior to such issuance), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the
Market Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of
the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities.
The “Market Value” for this purpose means the volume weighted average trading price of our common stock during the 20 trading
day period starting on the trading day prior to the day on which we consummate our initial business combination.


 


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 up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.


 


Dividends


 


We have not paid any cash dividends on our shares
of common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the
discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use
in our business operations and, accordingly, our board does not anticipate declaring any dividends in the foreseeable future.


 


Listing of Securities


 


Our common stock and warrants are listed on Nasdaq
under the symbols “MCMJ,” and “MCMJW,” respectively and on the Neo  under the symbols “MMK.U,”
and “MMK.WT.U,” respectively.


 


Delaware Anti-Takeover Law


 


Staggered Board of Directors


 


Our Amended and Restated Charter provides that our
board of directors will be classified into three classes of directors of approximately equal size. 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.


 


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 president or by our chairman or by our secretary at the request
in writing of stockholders owning a majority of our issued and outstanding capital stock entitled to vote.


 



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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 delivered to our principal
executive offices not later than the close of business on the 60th day nor earlier than the close of business on the 90th day
prior to the scheduled date of the annual meeting of stockholders. In the event that less than 70 days’ notice or prior public disclosure
of the date of the annual meeting of stockholders is given, a stockholder’s notice shall be timely if delivered to our principal
executive offices not later than the 10th day following the day on which public announcement of the date of our annual
meeting of stockholders is first made or sent by us. 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.


 


Authorized but Unissued Shares


 


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


 


Exclusive Forum Selection


 


Our amended and restated certificate of incorporation
will require, 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, (C) for which the Court of Chancery does not have subject matter jurisdiction or (D) any action arising under the
Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction.
If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process
on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application
of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent
it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders
will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder and therefore bring
a claim in another appropriate forum. Additionally, we cannot be certain that a court will decide that this provision is either applicable
or enforceable, and if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation
to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions,
which could harm our business, operating results and financial condition.


 


Our Amended and Restated Charter will provide that
the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. 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.


 


 


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