Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31,
2020, Better World Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the
following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its units, consisting of one share of common stock (as defined below) and one redeemable warrant (as defined below),
with each warrant entitling the holder thereof to purchase one share of common stock, (ii) its common stock, $0.0001 par value
per share (the “common stock”), and (iii) its public warrants, with each warrant exercisable for one share of common
stock at a price of $11.50 per share (the “warrants”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 50,000,000 shares
of common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, par value $0.0001 per share.
The following description summarizes the material terms of our capital stock and does not purport to be complete. It is
subject to, and qualified in its entirety by reference to, our amended and restated certificate of incorporation, our bylaws and
our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year
ended December 31, 2020 (the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used
herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units 


 


Each unit consists
of one share of common stock and one redeemable warrant. Each warrant entitles the holder to purchase one share of common stock.


 


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 initial public offering and any shares purchased
in our initial public offering or following our initial public offering in the open market in favor of the proposed business combination.


 


We will consummate
our initial business combination only if we have net tangible assets of at least $5,000,001 immediately prior to or upon consummation
of such business combination and, solely if a vote is held to approve a business combination, a majority of the outstanding shares
of common stock voted are voted in favor of the business combination. 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 certificate of incorporation, if we do not consummate an initial business combination by November 17, 2021 (or by
May 17, 2022 if we extend the period of time to consummate a business combination), our corporate existence will cease except for
the purposes of winding up our affairs and liquidating. If we are forced to liquidate prior to an initial business combination,
our public stockholders are entitled to share ratably in the trust account, based on the amount then held in the trust account. 


 


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 shares. 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 initial public offering.


 


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 sell their shares to us in a tender offer or 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 sell or 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.


 






     


     


    

 


Public Warrants


 


Each 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 12 months
from the closing of our initial public offering, or November 17, 2021. 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 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,
as well as any additional warrants 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 issued in our initial public offering 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 additional warrants 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,


 


		●	at any time after the warrants become exercisable,



 


		●	upon not less than 30 days’ prior written
notice of redemption to each warrant holder,



 


		●	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 at any time after the warrants become
exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and



 


		●	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.


 


The redemption criteria
for our warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial
exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price
so that if the share price declines as a result of our redemption call, the redemption will not cause the share price to drop below
the exercise price of the warrants.


 






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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.


 


The warrants have been
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, but requires the approval, by written consent or vote, of the holders of at least
a majority of the then outstanding public warrants in order to make any change that adversely affects the interests of the registered
holders.


 


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 founder shares held by them
prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of
our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, 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 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, 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 shares of common stock and any voting rights until they exercise their
warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of the warrants, each holder
will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


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


 


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.


 


 


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