Exhibit
4.2 


 


DESCRIPTION
OF SECURITIES


 


As
of March 31, 2021, Tech and Energy Transition Corporation (“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, each consisting of one share of the company’s Class A common stock, par value $0.0001 per share (“Class
A common stock”) and one-third of one redeemable warrant, each whole warrant exercisable for one share of Class A common stock
at an exercise price of $11.50 (“redeemable warrant”), (ii) Class A common stock, and (iii) redeemable warrants. In
addition, this Description of Securities also references the company’s Class B common stock, par value $0.0001 per share (the “Class
B common stock” or “founder shares”), which are not registered pursuant to Section 12 of the Exchange Act but are convertible
into Class A common stock. The description of the Class B common stock is included to assist in the description of the Class A common
stock. Unless the context otherwise requires, references to our “sponsor” are to Tech and Energy Transition Sponsor LLC and
references to our “initial shareholders” are to our sponsor, Daniel R. Hesse and our independent directors, as they held
our founder shares prior to our initial public offering (our “IPO”).


 


Pursuant
to our amended and restated certificate of incorporation, we are authorized to issue 500,000,000 shares of Class A common stock,
$0.0001 par value and 50,000,000 shares of Class B common stock, and 5,000,000 shares of undesignated preferred stock, $0.0001 par
value. Because the below is only a summary, it may not contain all the information that is important to you.


 


Units


 


Each
unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder
thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described below.
Pursuant to the warrant agreement that governs the warrants (the “warrant agreement”), a warrant holder may exercise its
warrants only for a whole number of shares of the company’s Class A common stock. This means only a whole warrant may be exercised
at any given time by a warrant holder.


 


Holders
will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their
brokers contact our transfer agent in order to separate the units into shares of Class A common stock and warrants. Additionally,
the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
No fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Common
Stock


 


Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders; provided that, prior
to our initial business combination, holders of our Class B common stock will have the right to elect all of our directors and remove
members of our board of directors for any reason. These provisions of our amended and restated certificate of incorporation may only
be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder
meeting. 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 will vote together as a single class, except as required by applicable law or stock exchange rule. Unless specified in our
amended and restated certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative
vote of holders of a majority of the outstanding shares of our common stock that are voted is required to approve any such matter voted
on by our stockholders, and, prior to our initial business combination, the affirmative vote of holders of a majority of the outstanding
shares of our Class B common stock is required to approve the election or removal of directors. Directors are elected for a term
of two years. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than
50% of the Class B common stock 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 will authorize the issuance of up to 500,000,000 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 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 initial business combination.


 






     


     


    

 


In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first
fiscal year end following our listing on Nasdaq. Under Section 211(b) of the Delaware General Corporation Law (the “DGCL”),
we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws
unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect
new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b)
of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation
of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery
in accordance with Section 211(c) of the DGCL.


 


We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares upon the completion 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, calculated
as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net
of taxes payable), divided by the number of then outstanding public shares, subject to the limitations described herein. The per share
amount we will distribute to public stockholders who properly redeem their public shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must identify
itself in order to validly redeem its shares. Our sponsor and each of our officers and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares
held by them in connection with the completion of our initial business combination or certain amendments to our amended and restated
certificate of incorporation. Permitted transferees of our sponsor, officers or directors will be subject to the same obligations. 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 applicable law or stock exchange listing requirements, if a stockholder vote is not required by applicable law or
stock exchange listing requirements and we do not decide to hold a stockholder vote for business or other 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 completing our initial business combination. Our amended and restated certificate of
incorporation will require 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, a stockholder approval
of the transaction is required by applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or
other 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 our 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 any of their respective affiliates in privately-negotiated transactions,
if any, could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate
their intention to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares
of common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. These quorum
and voting thresholds and agreements 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 initial business
combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder,
together with any affiliate of such 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 Excess Shares (more
than an aggregate of 15% of the shares sold in our IPO), without our prior consent. However, we would not be restricting our stockholders’
ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our public stockholders’
inability to redeem Excess Shares will reduce their influence over our ability to complete our initial business combination and they
could suffer a material loss on their investment in us if they sell Excess Shares in open market transactions. 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 such shares would be required to
sell their stock in open market transactions, potentially at a loss.


 






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If
we seek stockholder approval in connection with our initial business combination, our sponsor and each of our officers and directors
have agreed (and their permitted transferees, as applicable, will agree) to vote any founder shares and any public shares held by them
in favor of our initial business combination. Additionally, each public stockholder may elect to redeem its public shares without voting,
and if they do vote, irrespective of whether they vote for or against the proposed transaction.


 


Pursuant
to our amended and restated certificate of incorporation, if we have not completed our initial business combination within 24 months
from the closing of our IPO, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably
possible but not more than ten business days thereafter, redeem the public shares, at a per per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and 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 (3) 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 sponsor and each of our officers and directors
have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from
the trust account with respect to any founder shares held by them if we fail to complete our initial business combination within 24 months
from the closing of our IPO or during any extended time that we have to consummate a business combination as a result of shareholder
vote to amend our certificate of incorporation (an “Extension Period”). However, if our sponsor or any of our officers, directors
or any of their respective affiliates then hold any public shares, they will be entitled to liquidating distributions from the trust
account with respect to such public shares if we fail to complete our initial business combination within the allotted time frame to
complete our initial business combination.


 


In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders at such time will
be 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, including
interest (which interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations
described herein.


 


Founder
Shares


 


The
founder shares are identical to the shares of common stock included in the units sold in our IPO, except that: (1) prior to our
initial business combination, only holders of the Class B common stock have the right to vote on the election of directors and holders
of a majority of the outstanding shares of our Class B common stock may remove members of our board of directors for any reason;
(2) our sponsor and each of our officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive: (a) their redemption rights with respect to any founder shares and any public shares held by them in connection
with the completion of our initial business combination, (b) their redemption rights with respect to any founder shares and public
shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation
(A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination
or to redeem 100% of our public shares if we have not consummated our initial business combination within 24 months from the closing
of our IPO or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination
activity; and (c) their rights to liquidating distributions from the trust account with respect to any founder shares held by them
if we fail to complete our initial business combination within 24 months from the closing of our IPO or during any Extension Period (although
they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete
our initial business combination within the prescribed time frame); (3) the founder shares are subject to certain transfer restrictions,
as described in more detail below; (4) the founder shares are automatically convertible into shares of our Class A common stock
at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment
pursuant to certain anti-dilution rights, as described herein; and (5) the holders of founder shares are entitled to registration
rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor and each of our officers and
directors have agreed (and their permitted transferees, as applicable, will agree) to vote any founder shares and any public shares held
by them in favor of our initial business combination.


 






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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, or earlier at the option of the holder, on a one-for-one basis, subject to 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 issued
in our IPO and related to the closing of our initial 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 our
Class B common stock agree to waive such anti-dilution 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, 20% of the total number of all shares of common stock outstanding upon completion of our IPO
plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business
combination (net of the number of shares of Class A common stock redeemed 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.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors and
other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier
of (A) one year after the completion of our initial business combination, (B) subsequent to our initial business combination,
(x) the date on which we complete a liquidation, merger, 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 or
(y) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our initial business combination.


 


In
addition, at the time of our initial business combination, we expect our sponsor to agree to vesting or other terms relating to our founder
shares that it believes best align our sponsor’s objectives with that of our post-initial business combination stockholders. For
example, in connection with initial business combinations, sponsors of other blank check companies have, in the recent past, subjected
a certain number of their founder shares to vesting conditions based on the stock price of the blank check companies’ public stock,
which our sponsor may elect to pursue if they believe it will help effectuate a business combination, although our sponsor has no obligation
or other duty to do so.


 


Public
Stockholders Warrants


 


Each
whole warrant entitles the registered holder to purchase one 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 our IPO and 30 days after
the completion of our initial business combination. A warrant holder may exercise its warrants only for a whole number of shares of Class A
common stock. This means only a whole warrant may be exercised at a 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 three 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 of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A
common issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common
stock is available, subject to our satisfying our obligations described below with respect to registration. No warrant will be exercisable
for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless
the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder,
or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value
and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not
effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the
unit solely for the share of Class A common stock underlying such unit.


 






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We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination,
we will use our commercially reasonable efforts to file with the SEC, and within 60 business days following our initial business combination
to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise
of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire
or are redeemed. 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 will use our commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the issuance of 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. 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” of our Class A common stock over the exercise price of the warrants by (y) the
fair market value and (B) 0.365 shares of Class A common stock per whole warrant. The “fair market value” as used in
this paragraph shall mean the average last reported sale price of the Class A common stock for the ten trading days ending on the
third trading day prior to the date on which the notice of exercise is received by the warrant agent. If that exemption, or another exemption,
is not available, holders will not be able to exercise their warrants on a cashless basis.


 


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 private placement warrants):


 


		●	in
                                            whole and not in part;



 


		●	at
                                            a price of $0.01 per warrant;



 


		●	upon
                                            a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption
                                            period, to each warrant holder; and



 


		●	if,
                                            and only if, the last reported sale price of the Class A common stock for any 20 trading
                                            days within a 30-trading day period ending three trading days before we send the notice of
                                            redemption to the warrant holders (which we refer to as the “Reference Value”)
                                            equals or exceeds $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”).



 


We
will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the
Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A
common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such
cashless exercise is exempt from registration under the Securities Act, including our (i) failure to have an effective registration
statement by the 60th business day after the closing of the initial business combination as described in the immediately following
paragraph or (ii) as a result of a notice of redemption described below under “Redemption of warrants when the price per share
of Class A common stock equals or exceeds $10.00”). If and when the warrants become redeemable by us, we may exercise our
redemption rights even if we are unable to register or qualify the underlying securities for sale under all applicable state securities
laws. As a result, we may redeem warrants even if the holders are otherwise unable to exercise their warrants.


 






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We
have established the $18.00 per share (as adjusted) redemption criteria 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 warrant exercise price after the redemption notice
is issued.


 


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 (except as described herein with respect to the private placement
warrants):


 


		●	in
                                            whole and not in part;



 


		●	at
                                            a price of $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 prior to redemption
                                            and receive that number of shares of Class A common stock determined by reference to
                                            the table below, based on the redemption date and the “fair market value” of
                                            our Class A common stock (as defined below) except as otherwise described below;



 


		●	the
                                            Reference Value (as defined above under the heading “— Redemption of warrants
                                            when the price per share of Class A common stock equals or exceeds $18.00”) equals
                                            or exceeds $10.00 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”); and



 


		●	if
                                            the Reference Value 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”), the private placement warrants
                                            are also 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 who elect to exercise their warrants
may only do so 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 as reported during the ten 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 ten-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 has been converted
or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the tables below will
not be adjusted solely as a result of us not being 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 exercise
price of the warrant after such adjustment and the denominator of which is the price of the warrant immediately prior to such adjustment.
In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts 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. 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.


 






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	Redemption Date (period to 

expiration of warrants)	 	Fair Market Value of Class A Common Stock
	≤$10.00	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	≥$18.00
	57 months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.365
	54 months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.365
	51 months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.365
	48 months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.365
	45 months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.365
	42 months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.364
	39 months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.364
	36 months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.364
	33 months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.364
	30 months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.364
	27 months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.364
	24 months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.364
	21 months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.364
	18 months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.363
	15 months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.363
	12 months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.363
	9 months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.362
	6 months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.362
	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 average last reported sale price of our Class A common stock for the ten trading days immediately
following the date on which the notice of redemption is sent to the holders of the warrants is $11 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 shares of 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 average last reported sale price of our Class A common stock for the ten 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 shares of 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 0.365 shares of Class A common stock per whole 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 many other blank check offerings, which typically only
provide for a redemption of warrants for cash (other than the private 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 (other than the private placement warrants) to be redeemed when the Class A common stock is 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 as of the date of the prospectus related to our IPO. This redemption right provides us 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 effectively 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 is 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 of Class A
common stock. If we choose to redeem the warrants when the Class A common stock is trading at a price below the exercise price of
the warrants, this could result in the warrant holders receiving fewer shares of Class A common stock than they would have received
if they had chosen to wait to exercise their warrants for shares of Class A common stock if and when shares of Class A common
stock were trading at a price higher than the exercise price of $11.50 per share.


 


No
fractional shares of 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 shares 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.


 


Redemption
Procedures and Cashless Exercise.    If we call the warrants for redemption as described above under
“— Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00,” our management
will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis” (such option, the
“Cashless Exercise Option”). In determining whether to require all holders to exercise their warrants on a “cashless
basis,” our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the
dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of
our warrants. 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 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 ten 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. If our management takes advantage of this Cashless Exercise Option, the notice of redemption will contain the
information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including
the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be
issued and thereby lessen the dilutive effect of a warrant redemption. We believe this Cashless Exercise Option feature is an attractive
option to us if we do not need the cash from the exercise of the warrants after our initial business combination. If we call our warrants
for redemption and our management does not take advantage of this Cashless Exercise Option, our sponsor and its permitted transferees
would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described
above that other warrant holders would have been required to use had management taken advantage of this Cashless Exercise Option, as
described in more detail below.


 






    8


     


    

 


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), would beneficially own in excess of 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.


 


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 (1) 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 (2) one
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 (1) 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 (2) fair market value means the volume
weighted average price of Class A common stock as reported during the ten 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
(initially defined as up to $0.50 per share in a 365 day period), (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 (I) to
modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem
100% of our Class A common stock if we do not complete our initial business combination within 24 months from the closing of our
IPO or (II) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity,
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
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 a Newly Issued Price of less than $9.20 per share (with such issue
price or effective issue price to be determined in good faith by our board of directors and, (i) in the case of any such issuance
to our sponsor or any of their respective affiliates, without taking into account any founder shares held by our sponsor or such affiliates,
as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to any of their respective affiliates,
without taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated as
a surrender to us and subsequent reissuance by us) by our sponsor in connection with 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
higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above under “—
Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “— Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00” 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 described
above under “— Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00”
will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 






    9


     


    

 


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 merger or consolidation 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. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash or
other assets receivable upon such merger or consolidation, then the kind and amount of securities, cash or other assets for which each
warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share by such holders in
such merger or consolidation that affirmatively make such election, and if a tender, exchange or redemption offer has been made to and
accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection with redemption rights
held by stockholders of the company as provided for in the company’s amended and restated certificate of incorporation or as a
result of the redemption of shares of Class A common stock by the company if a proposed initial business combination is presented
to the stockholders of the company for approval) under circumstances in which, upon completion of such tender or exchange offer, the
maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such
maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange
Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3
under the Exchange Act) more than 50% of the outstanding shares of Class A common stock, the holder of a warrant will be entitled
to receive the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder
if such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and all
of the Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in
the warrant agreement. Additionally, 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 Class A 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 per share consideration
minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the warrant.


 


The
warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as
warrant agent, and us. You should review a copy of the warrant agreement for a description of the terms and conditions applicable to
the warrants. 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 the holders of at least 50% of the then outstanding public
warrants to make any change that adversely affects the interests of the registered holders of public warrants.


 






    10


     


    

 


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 our board of directors and, (i) in the case
of any such issuance to our sponsor or any of its affiliates, without taking into account any founder shares held by our sponsor or such
affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to our sponsor or any of its
affiliates, without taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated
as a surrender to us and subsequent reissuance by us) by our sponsor in connection with such issuance) (the “Newly Issued Price”),
(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 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 (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, and the $18.00 per share redemption trigger price described below in “Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when
the price per share of Class A common stock equals or exceeds $10.00” 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 described below in “Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent)
to be equal to the higher of the Market Value and the Newly Issued Price.


 


The
warrant holders do not have the rights or privileges of holders of Class A common stock and 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 vote for each share held of record on all matters to be voted on by stockholders.


 


No
fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Our
Transfer Agent and Warrant Agent


 


The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have
agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents
and each of its shareholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable counsel
fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence,
willful misconduct or bad faith of the indemnified person or entity.


 


Our
Amended and Restated Certificate of Incorporation


 


Our
amended and restated certificate of incorporation will contain certain requirements and restrictions relating to our IPO that will apply
to us until the completion of our initial business combination. These provisions (other than amendments relating to the appointment or
removal of directors prior to our initial business combination, which require the approval of holders of a majority of at least 90% of
the outstanding shares of our common stock voting in a stockholder meeting) cannot be amended without the approval of the holders of
at least 65% of our outstanding common stock. Our initial stockholders may 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. Unless specified in our amended and restated
certificate of incorporation or bylaws, or as required by applicable law or stock exchange rules, the affirmative vote of a majority
of the outstanding shares of our common stock that are voted is required to approve any such matter voted on by our stockholders, and,
prior to our initial business combination, the affirmative vote of holders of a majority of the outstanding shares of our Class B
common stock is required to approve the election or removal of directors. Specifically, our amended and restated certificate of incorporation
will provide, among other things, that:


 


		●	if
                                            we have not completed our initial business combination within 24 months from the closing
                                            of our IPO, we will: (1) cease all operations except for the purpose of winding up;
                                            (2) as promptly as reasonably possible but not more than ten business days thereafter,
                                            redeem the public shares, at a per per-share price, payable in cash, equal to the aggregate
                                            amount then on deposit in the trust account, including interest (which interest shall be
                                            net of taxes payable, and 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 (3) 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;



 






    11


     


    

 


		●	prior
                                            to our initial business combination, we may not issue additional shares of capital stock
                                            that would entitle the holders thereof to: (1) receive funds from the trust account;
                                            or (2) vote pursuant to our amended and restated certificate of incorporation on any
                                            initial business combination;



 


		●	in
                                            the event we seek to complete our initial business combination with a company that is affiliated
                                            with Macquarie, our sponsor, officers or directors, we, or a committee of independent and
                                            disinterested directors, will obtain an opinion from an independent investment banking firm
                                            that is a member of FINRA or from 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 applicable law
                                            or stock exchange rules and we do not decide to hold a stockholder vote for business or other
                                            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 completing
                                            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 be with one or more operating businesses or assets with
                                            a fair market value equal to at least 80% of the net assets held in the trust account (excluding
                                            the amount of any deferred underwriting commissions);



 


		●	if
                                            our stockholders approve an amendment to our amended and restated certificate of incorporation
                                            (A) to modify the substance or timing of our obligation to allow redemptions in connection
                                            with our initial business combination or to redeem 100% of our public shares if we do not
                                            complete our initial business combination within 24 months from the closing of our IPO or
                                            (B) with respect to any other provision 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 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 (which interest shall be net of taxes payable), divided by the number
                                            of then outstanding public shares; and



 


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



 


In
addition, our amended and restated certificate of incorporation will provide 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 following such redemptions.


 


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


Incorporation
and Bylaws


 


We
will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of our IPO. 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



 






    12


     


    

 


		●	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;



 


		●	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
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 will provide that, unless we consent in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum
for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of a fiduciary
duty owed by any director, officer, employee or agent of our company to our company or our stockholders, or any claim for aiding and
abetting any such alleged breach, (3) action asserting a claim against our company or any director, officer or employee of our company
arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws, or (4) action
asserting a claim against us or any director, officer or employee of our company governed by the internal affairs doctrine except for,
as to each of (1) through (4) above, any claim (A) as to which the Court of Chancery 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) or (B) which is vested in the exclusive jurisdiction of a
court or forum other than the Court of Chancery. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits
brought to enforce any liability or duty created by the Securities Act or the Exchange Act or otherwise arising under federal securities
laws, for which the federal district courts of the United States of America shall be the sole and exclusive forum. 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, the provision may have the effect of discouraging lawsuits against our directors, officers, other employees or stockholders.


 


Furthermore,
the enforceability of choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal
proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable.


 


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, if any.


 


Advance
Notice Requirements for Stockholder Proposals and Director Nominations


 


Our
bylaws will provide for advance notice procedures with respect to stockholder proposals and the nomination of candidates for election
as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors.
In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice
requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal
executive offices not less than 90 days nor more than 120 days prior to the first 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 will also specify requirements as to the form and content of a stockholder’s
notice. Our bylaws will allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct
of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not
followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect
the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us.


 


Listing
of Securities


 


Our
units, Class A common stock and warrants are listed on Nasdaq under the symbols “TETCU,” “TETC” and “TETCWS,”
respectively.


 


 


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