Exhibit 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares
of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value.


 


As of March 7, 2022, B. Riley Principal 150
Merger Corp. has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (1) our Public Units; (2) our Class A common stock; and (3) our Public Warrants.


 


The following description of our Public Units,
Class A common stock, and Public Warrants is a summary 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 and our bylaws, each of which are incorporated by reference as
an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part. We encourage you to read our amended and restated certificate
of incorporation, our bylaws and the applicable provisions of Delaware General Corporations Law (Title 8, Chapter 1 of the Delaware Code)
(the “DGCL”).


 


Terms not otherwise defined herein shall have
the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


Units


 


Public Units


 


Each Public Unit consists of one whole share
of Class A common stock and one-third of one redeemable Public Warrant. Each whole Public 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. Pursuant to the warrant
agreement, a warrant holder may exercise its warrants only for a whole number of the Company’s shares of Class A common stock.
This means only a whole warrant may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-third
of one warrant to purchase a share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds three-thirds
of one warrant, such whole warrant will be exercisable for one share of Class A common stock at a price of $11.50 per share. The shares
of Class A common stock and Public Warrants comprising the Public Units commenced separate trading on April 9, 2021. Since that date,
holders have the option to continue to hold Public Units or separate their Public Units into the component securities. Holders need to
have their brokers contact our transfer agent in order to separate the Public Units into shares of Class A common stock and Public Warrants.
No fractional warrants are issued upon separation of the Public Units and only whole Public Warrants trade. Accordingly, unless you purchased
at least three Public Units, you will not be able to receive or trade a whole Public Warrant.


 


Private Placement Units


 


The Private Placement Units (including the Private
Placement Shares, the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of such warrants)
are identical to the Public Units (and underlying components, except:


 


		(i)	The
                                            Private Placement Units (including the Private Placement Shares, the Private Placement Warrants
                                            and the shares of Class A common stock issuable upon exercise of such warrants) will
                                            not be transferable, assignable or salable until 30 days after the completion of our
                                            Initial Business Combination (except, among other limited exceptions, to our officers and
                                            directors and other persons or entities affiliated with our Sponsor);



 





		(ii)	The
                                            Private Placement Warrants will not be redeemable by us so long as they are held by members
                                            of the Sponsor or its permitted transferees;



 


		(iii)	The
                                            Private Placement Warrants may be exercised by the holders on a cashless basis; and



 


		(iv)	The
                                            Private Placement Units (including the Private Placement Shares, the Private Placement Warrants
                                            and the shares of Class A common stock issuable upon exercise of such warrants) will
                                            be entitled to registration rights.



 






    


     


    




 


In order to finance transaction costs in connection
with an intended Initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may,
but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such working capital loans may be convertible into private
placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private
Placement Units, including as to exercise price, exercisability and exercise period of the underlying warrants. The terms of such working
capital loans by our Sponsor or its affiliates, or our officers and directors, if any, have not been determined and no written agreements
exist with respect to such loans.


 


Holders of our Private Placement Units (including
the Private Placement Shares, the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of such
warrants) are entitled to certain registration rights. Notwithstanding the foregoing, the Sponsor may not exercise its demand and “piggyback”
registration rights after five and seven years, respectively, after the commencement of sales in our Public Offering and may not exercise
its demand rights on more than one occasion.


 


Common Stock


 


As of March 7, 2022, 4,312,500 shares
of Class B common stock, par value $0.0001 per share, and 17,770,000 shares of Class A common stock, par value $0.0001 per share, were
issued and outstanding consisting of:


 


	●	17,250,000 shares of our Class A common
                                            stock underlying the Public Units;



 


	●	4,312,500 shares of Class B common
                                            stock held by the Sponsor; and



 


	●	520,000 shares of Class A common stock
                                            underlying the Private Placement Units.



 


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


 


Because our amended and restated certificate
of incorporation authorizes the issuance of up to 100,000,000 shares of Class A common stock, if we were to enter into an Initial
Business Combination, we may (depending on the terms of such an Initial Business Combination) be required to increase the number of shares
of Class A common stock which we are authorized to issue at the same time as our stockholders vote on the Initial 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 no later than one year after our first full fiscal year end following
our listing on Nasdaq. Under Section 211(b) of 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.


 






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We will provide our stockholders with the opportunity
to redeem all or a portion of their Public 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 as of two business days prior to the consummation
of our Initial Business Combination including interest earned on the funds held in the Trust Account and not previously released to us
to pay our franchise and income taxes, divided by the number of then outstanding Public Shares, subject to the limitations described
herein. The amount in the Trust Account is anticipated to be approximately $10.00 per Public Share. Our Sponsor, 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, Private Placement Shares and any Public Shares held by them in connection with the completion of our Initial Business
Combination. We will provide our public stockholders with the opportunity to redeem all or a portion of their Public Shares upon the
completion of our Initial Business Combination either (i) in connection with a stockholder meeting called to approve the Initial
Business Combination or (ii) by means of a tender offer. If we seek stockholder approval, we will complete our Initial Business
Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial 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.
If we conduct redemptions by means of a tender offer, the tender offer documents will contain substantially the same financial and other
information about the Initial Business Combination and the redemption rights as required under the SEC’s proxy rules.


 


If we seek stockholder approval, the participation
of our Sponsor, officers, directors, advisors or their 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 Initial Business Combination. For purposes of seeking approval of the majority of our outstanding shares of common stock
voted, non-votes will have no effect on the approval of our Initial Business Combination once a quorum is obtained. These quorum
and voting thresholds, and the voting agreements of the Sponsor and our officers and directors, 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 provides that a public stockholder, together with any affiliate of such
stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public
Shares, which we refer to as the Excess Shares. However, we would not be restricting our stockholders’ ability to vote all of their
shares (including Excess Shares) for or against our Initial Business Combination. Our stockholders’ inability to redeem the Excess
Shares will reduce their influence over our ability to complete our Initial Business Combination, and such stockholders could suffer
a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive
redemption distributions with respect to the Excess Shares if we complete the Initial Business Combination. And, as a result, such stockholders
will continue to hold that number of shares exceeding 20% and, in order to dispose such Public Shares would be required to sell their
stock in open market transactions, potentially at a loss.


 


If we seek stockholder approval in connection
with our Initial Business Combination, pursuant to the letter agreement our Sponsor, officers and directors have agreed to vote their
Founder Shares, Private Placement Shares and any Public Shares purchased by them (including in open market and privately negotiated transactions)
in favor of our Initial Business Combination. As a result, in addition to the Founder Shares and Private Placement Shares, we would need
only 6,208,751, or 36.0% of the 17,250,000 Public Shares to be voted in favor of an Initial Business Combination (assuming all outstanding
shares are voted) in order to have our Initial Business Combination approved. Additionally, each public stockholder may elect to redeem
its Public Shares irrespective of whether they vote for or against the proposed transaction (subject to the limitation described in the
preceding paragraph).


 






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Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our Initial Business Combination by February 23, 2023, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter subject
to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to
us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then
outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the
right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Our Sponsor, 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 or Private Placement Shares held by them
if we fail to complete our Initial Business Combination by February 23, 2023. However, if our Sponsor, officers or directors hold or
acquire 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 prescribed time period.


 


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


 


Founder Shares


 


The Founder Shares are identical to the Public
Shares included in the Public Units, and holders of Founder Shares have the same stockholder rights as public stockholders, except that
(i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) our Sponsor, officers
and directors have entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights
with respect to any Founder Shares, Private Placement Shares and any Public Shares held by them in connection with the completion of
our Initial Business Combination, (B) to waive their redemption rights with respect to their Founder Shares, Private Placement Shares
and Public Shares in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation
to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our Initial Business Combination
by February 23, 2023 and (C) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder
Shares or Private Placement Shares held by them if we fail to complete our Initial Business Combination by February 23, 2023, 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 by such deadline, (iii) the Founder Shares are shares of our Class B common stock that will
automatically convert into shares of our Class A common stock at the time of our Initial Business Combination on a one-for-one basis,
subject to adjustment as described herein, and (iv) are entitled to registration rights. If we submit our Initial Business Combination
to our public stockholders for a vote, our Sponsor, officers and directors have agreed pursuant to the letter agreement to vote any Founder
Shares, Private Placement Shares and any Public Shares held by them (including in open market and privately negotiated transactions)
in favor of our Initial Business Combination.


 


The shares of Class B common stock will
automatically convert into shares of Class A common stock at the time of our Initial Business Combination on a one-for-one basis
(subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment
as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or
deemed issued in connection with 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 Class B
common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A
common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis,
20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions
of Class A common stock by public stockholders), including all shares of Class A common stock issued, or deemed issued or issuable
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the Company in connection with
or in relation to the consummation of the Initial Business Combination (excluding any shares of Class A common stock or equity-linked securities
exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in the Initial Business Combination
and any Private Placement Units issued to our Sponsor upon conversion of Working Capital Loans, provided that such conversion of Founder
Shares will never occur on a less than one-for-one basis). The Sponsor has waived such adjustment to the conversion ratio in connection
with the Proposed Transaction. If the Proposed Transaction, we cannot determine at this time whether a majority of the holders of our
Class B common stock at the time of any future issuance would agree to waive such adjustment to the conversion ratio in connection
with another Initial Business Combination. They may waive such adjustment due to (but not limited to) the following: (i) closing
conditions which are part of the agreement for our Initial Business Combination; (ii) negotiation with Class A stockholders
on structuring an Initial Business Combination; or (iii) negotiation with parties providing financing which would trigger the anti-dilution provisions
of the Class B common stock. If such adjustment is not waived, the issuance would not reduce the percentage ownership of holders
of our Class B common stock, but would reduce the percentage ownership of holders of our Class A common stock. If such adjustment
is waived, the issuance would reduce the percentage ownership of holders of both classes of our common stock. The term “equity-linked securities”
refers to any debt or equity securities that are convertible, exercisable or exchangeable for shares of Class A common stock issues
in a financing transaction in connection with our Initial Business Combination, including but not limited to a private placement of equity
or debt. Securities could be “deemed issued” for purposes of the conversion rate adjustment if such shares are issuable upon
the conversion or exercise of convertible securities, warrants or similar securities.


 






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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 or (B) subsequent to our Initial Business Combination, (x) if the last 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, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar
transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or
other property.


 


Preferred Stock


 


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


 


Warrants


 


Public 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 February 23, 2022 or 30 days after the completion of our Initial Business Combination. Pursuant
to the warrant agreement, a warrantholder may exercise its Warrants only for a whole number of shares of Class A common stock. No
fractional Warrant will be issued upon separation of the Public Units and only whole Public Warrants will trade. Accordingly, unless
you hold at least three Public Units, you will not be able to receive or trade a whole Public Warrant. The Warrants will expire five
years after the completion of our Initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or
liquidation.


 






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We will not be obligated to deliver any shares
of Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise
unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the Public
Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with
respect to registration. No Public Warrant will be exercisable and we will not be obligated to issue shares of Class A common stock
upon exercise of a Public Warrant unless Class A common stock issuable upon such Public Warrant exercise has been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of the registered holder of such Public Warrants. In the event
that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such
Public Warrant will not be entitled to exercise such Public Warrant and such Public Warrant may have no value and expire worthless. In
no event will we be required to net cash settle any Public Warrant. In the event that a registration statement is not effective for the
exercised Public Warrants, the purchaser of a Public Unit containing such Public Warrant will have paid the full purchase price for the
Public Unit solely for the Public Share underlying such Public Unit.


 


We have not registered the shares of Class A
common stock issuable upon exercise of the Public Warrants at this time. However, 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 best efforts to file with
the SEC a registration statement covering the shares of Class A common stock issuable upon exercise of the Public Warrants, to cause
such registration statement to become effective within 60 business days following our Initial Business Combination and to maintain a
current prospectus relating to those shares of Class A common stock until the Public Warrants expire or are redeemed, as specified
in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the
Public Warrants is not effective by the 60th business day after the closing of our Initial Business Combination, warrantholders
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 Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act or another exemption. Notwithstanding the above, if our Class A common stock is at the time of any exercise of a Public 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 Public 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, and in the event we do not so elect, we will use our best efforts to register or
qualify the shares under applicable blue sky laws to the extent an exemption is not available.


 


Once the Public Warrants become exercisable,
we may call the Public Warrants for redemption:


 


		●	in whole and not
                                            in part;



 


		●	at a price of
                                            $0.01 per Public Warrant;



 


		●	upon not less
                                            than 30 days’ prior written notice of redemption (the “30-day redemption
                                            period”) to each warrantholder; and



 


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



 


If and when the Public Warrants become redeemable
by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the Public Warrants is not
exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.
We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in
those states in which the Public Warrants were offered by us in the Public Offering.


 


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise
price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Public Warrants, each warrantholder will
be entitled to exercise its Public 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.


 






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If we call the Public Warrants for redemption
as described above, our management will have the option to require any holder that wishes to exercise its Public Warrant to do so on
a “cashless basis.” In determining whether to require all holders to exercise their Public 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. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise price by surrendering
their Public 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 Public Warrants, multiplied by the excess of the “fair
market value” (defined below) of the Class A common stock over the exercise price of the Public Warrants by (y) the fair
market value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for
the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public
Warrants. If our management takes advantage of this 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 Public 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 Public Warrant redemption. We believe this feature is an attractive option to us if we do not need the cash
from the exercise of the Public Warrants after our Initial Business Combination. If we call our Public Warrants for redemption and our
management does not take advantage of this 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 warrantholders would have
been required to use had all warrantholders been required to exercise their Public Warrants on a cashless basis, as described in more
detail below.


 


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


 


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


 


In addition, if we, at any time while the Warrants
are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A
common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the warrants are
convertible), other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights
of the holders of Public Shares in connection with a proposed Initial Business Combination, (d) to satisfy the redemption rights
of the holders of Public Shares in connection with a stockholder vote to amend our amended and restated certificate of incorporation
to modify the substance or timing of our obligation to redeem 100% of our Class A common stock if we do not complete our Initial
Business Combination by February 23, 2023 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.


 






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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 securities convertible into or exercisable or exchangeable for shares of Class A common stock
for capital raising purposes in connection with the closing of the Initial Business Combination, at an issue price or effective issue
price of less than $9.20 per share of Class A 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 or its affiliates, without taking into account any
Founder Shares held by our Sponsor or such affiliates, as applicable, prior to 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 funding the Initial Business Combination, and (z) the volume weighted average trading price of the Class A common
stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates the Initial Business
Combination (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 will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.


 


In case of any reclassification or reorganization
of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such
shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than
a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization
of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the Warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that
the holder of the Warrants would have received if such holder had exercised their Warrants immediately prior to such event. If less than
70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of 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 Black-Scholes value (as defined in the warrant agreement) of the Warrant. The purpose of such
exercise price reduction is to provide additional value to holders of the Warrants when an extraordinary transaction occurs during the
exercise period of the Warrants pursuant to which the holders of the Warrants otherwise do not receive the full potential value of the
Warrants in order to determine and realize the option value component of the Warrant. This formula is to compensate the warrant holder
for the loss of the option value portion of the Warrant due to the requirement that the warrant holder exercise the Warrant within 30 days
of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price
for an instrument is available.


 






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The Warrants have been 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, which is filed as an exhibit to this Annual Report, for a complete 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, and that all other modifications or amendments will require the vote or written
consent of the holders of at least 50% of the then outstanding Public Warrants and, solely with respect to any amendment to the terms
of the Private Placement Warrants, a majority of the then outstanding Private Placement Warrants.


 


The Warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse
side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of Warrants being exercised. The warrantholders
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 (1) vote for each share held of record on all matters to be voted on by stockholders.


 


No fractional shares will be issued upon exercise
of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, we will,
upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the warrantholder.


 


We have agreed that, subject to applicable law,
any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement will be brought and enforced
in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably
submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk
Factors — Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern
District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of
our Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our Company.”
This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which
the federal district courts of the United States of America are the sole and exclusive forum.


 


Private Placement Warrants


 


The Private Placement Warrants (including the
shares issuable upon exercise of such Private Placement Warrants) will not be transferable, assignable or salable until 30 days
after the completion of our Initial Business Combination (except, among other limited exceptions, to our officers and directors and other
persons or entities affiliated with the Sponsor) and they will not be redeemable by us so long as they are held by members of our Sponsor
or its permitted transferees. Otherwise, the Private Placement Warrants are identical to the Public Warrants, except that the Private
Placement Warrants, so long as they are held by our Sponsor or its permitted transferees, (i) will not be redeemable by us, (ii) may
not (including the Class A common stock issuable upon exercise of these Private Placement Warrants), subject to certain limited
exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our Initial Business Combination,
(iii) may be exercised by the holders on a cashless basis, (iv) will be entitled to registration rights and (v) for so
long as they are held by our Sponsor, will not be exercisable more than five years from the commencement of sales in our Public Offering
in accordance with FINRA Rule 5110(g)(8)(A).


 


If holders of the Private Placement Warrants
elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their Private Placement 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 Private Placement Warrants, multiplied by the excess of the “fair market value”
(defined below) of the Class A common stock over the exercise price of the Private Placement Warrants by (y) the fair market
value. The “fair market value” shall mean the average reported last sale price of the Class A common stock for the 10
trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.
The reason that we have agreed that the Private Placement Warrants will be exercisable on a cashless basis so long as they are held by
the Sponsor or its permitted transferees is because it was not known at the time of the Public Offering whether they will be affiliated
with us following an Initial Business Combination. If they remain affiliated with us, their ability to sell our securities in the open
market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during
specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot
trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who
could sell the shares of Class A common stock issuable upon exercise of the Public Warrants freely in the open market, the insiders could
be significantly restricted from doing so. As a result, we believe that allowing the holders to exercise the Private Placement Warrants
on a cashless basis is appropriate.


 






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Dividends


 


We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of an Initial 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 conditions
subsequent to completion of an Initial Business Combination. The payment of any cash dividends subsequent to an Initial Business Combination
will be within the discretion of our board of directors at such time. Further, if we incur any indebtedness, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock and 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 stockholders, directors, officers and employees
against all claims and losses 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.


 


Exclusive Forum for Certain Lawsuits


 


Our amended and restated certificate of incorporation
requires, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought
on our behalf of, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to
us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision
of the DGCL or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our
directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State
of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable
party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court
or forum other than the Court of Chancery, or (C) for which the Court of Chancery does not have subject matter jurisdiction. If an action
is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s
counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the
types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable,
the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be
deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.


 


Notwithstanding the foregoing, our amended and
restated certificate of incorporation provides that the exclusive forum provision will not apply to suits brought to enforce a duty or
liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. 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.


 


Additionally, unless we consent in writing to
the selection of an alternative forum, the federal courts shall be the exclusive forum for the resolution of any complaint asserting
a cause of action arising under the Securities Act against us or any of our directors, officers, other employees or agents. Section 22
of the Securities Act, however, created concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty
or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a
court would enforce these exclusive forum provisions, and the enforceability of similar choice of forum provisions in other companies’
charter documents has been challenged in legal proceedings. While the Delaware courts have determined that such exclusive forum provisions
are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum
provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. Any person or
entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to these provisions;
however, we note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.


 






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Special Meeting of Stockholders


 


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


 


Advance Notice Requirements for Stockholder
Proposals and Director Nominations


 


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


 


Action by Written Consent


 


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


 


Classified Board of Directors


 


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


 


Class B Common Stock Consent Right


 


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


 






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Registration Rights


 


The holders of the Founder Shares (and any shares
of Class A common stock issuable upon conversion of the Founder Shares), Private Placement Units, Private Placement Shares, Private
Placement Warrants (and any shares of Class A common stock issuable upon the exercise of the Private Placement Warrants), and securities
that may be issued upon conversion of working capital loans (and any securities that may be issued upon conversion of working capital
loans) will be entitled to registration rights pursuant to the registration rights agreement signed prior to or on the effective date
of the Public Offering, requiring us to register such securities for resale. The holders of the majority of these securities are entitled
to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our Initial Business Combination and
rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration
rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until
termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, on the earlier of (A) one
year after the completion of our Initial Business Combination or (B) subsequent to our Initial Business Combination, (x) 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, or (y) the date on which we complete a liquidation, merger, capital
stock exchange, reorganization or other similar transaction that results in all of our stockholders having the right to exchange their
shares of common stock for cash, securities or other property and (ii) in the case of the Private Placement Units and the securities
underlying such Private Placement Units, 30 days after the completion of our Initial Business Combination. We will bear the expenses
incurred in connection with the filing of any such registration statements. We will bear the expenses incurred in connection with the
filing of any such registration statements. Notwithstanding the foregoing, the Sponsor may not exercise its demand and “piggyback”
registration rights after five and seven years, respectively, after the commencement of sales in the Public Offering and may not exercise
its demand rights on more than one occasion.


  


 


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