Exhibit 4.5


 


DESCRIPTION OF SECURITIES OF





TRINE ACQUISITION CORP.


REGISTERED PURSUANT TO SECTION 12 OF THE


SECURITIES EXCHANGE ACT OF 1934


 


As of December 31, 2019, Trine Acquisition
Corp. (the “Company,” “Trine,” “we,” “us” and “our”) had three classes
of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Act”): Units, consisting
of one share of Class A common stock and one half of one redeemable warrant, Class A common stock, par value $0.0001, and warrants.
The following description of Trine’s capital stock summarizes certain provisions of its amended and restated certificate
of incorporation and amended and restated bylaws. The description is intended as a summary, and is qualified in its entirety by
reference to Trine’s amended and restated certificate of incorporation and our amended and restated bylaws, copies of which
have been filed as exhibits to this Annual Report on Form 10-K. Defined terms used herein, but otherwise not defined, shall have
the meaning ascribed to them in this Annual Report on Form 10-K. 


 


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. The following
description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all the information
that is important to you.


 


Units


 


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


 


We expect the Class A common stock and warrants comprising the units
began separate trading on May 3, 2019. Upon the commencement of separate trading, holders have the option to continue to hold units
or separate their units into the component securities. Holders need to have their brokers contact our transfer agent in order to
separate the units into shares of Class A common stock and warrants.


 


Common Stock


 


As of December
31, 2019, 37,518,750 shares of our common stock are outstanding, consisting of:


 


		●	30,015,000 shares
                                         of our Class A common stock, including shares of Class A common stock underlying the
                                         units; and


 


		●	7,503,750
                                         shares of Class B common stock held by our initial stockholders.



 

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 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 three classes, each of which generally serves for a term of three years with only one class
of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result
that the holders of more than 50% of the shares 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 NYSE corporate governance requirements, we are
not required to hold an annual meeting until no later than one full year after our first fiscal year end following our listing
on the NYSE. 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.


 


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 taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The
amount in the trust account is approximately $10.00 per public share (or $300,150,000 in the aggregate). The per-share amount
we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we
will pay to the underwriters of the Initial Public Offering. 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 and any public
shares held by them in connection with the completion of our initial business combination. Unlike many blank check companies that
hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for
related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required
by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal
reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender
offer rules of the SEC, and file tender offer documents with the SEC prior to completing our initial business combination. Our
amended and restated certificate of incorporation requires these tender offer documents to contain substantially the same financial
and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy
rules. If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for
business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial
business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the 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.


 


However, the participation of our sponsor, officers, directors,
advisors or their affiliates in privately-negotiated transactions, if any, could result in the approval of our 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 voted, non-votes will have no effect
on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not
less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken
to approve our initial business combination. These quorum and voting thresholds, and the voting agreements of our initial stockholders,
may make it more likely that we will consummate our initial business combination.


 






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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 shares with respect to more than an aggregate of 15% of our 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 15% and, in order to dispose such shares would
be required to sell their stock in open market transactions, potentially at a loss.


 


If we seek stockholder approval in connection with our initial business
combination, pursuant to the letter agreement our sponsor, officers and directors have agreed to vote their founder shares and
any public shares owned in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares, we would need only 11,255,626, or 37.5%, of the 30,015,000 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).


 


Pursuant to our amended and restated certificate of incorporation,
if we are unable to complete our initial business combination within 24 months from the closing of the Initial Public Offering,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than
ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and
(iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our
board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law. Our 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 held by them if we fail to complete our initial business combination within 24 months from the closing
of the Initial Public Offering. However, if our initial stockholders 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.


 






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Founder Shares


 


The founder shares are identical to the shares of Class A common
stock included in the 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 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 and public shares in connection with a stockholder
vote to approve an amendment to our amended and restated certificate of incorporation (x) 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 within 24 months
from the closing of the Initial Public Offering or (y) with respect to any other provision relating to stockholders’ rights
or pre-initial business combination activity and (C) 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 the Initial Public Offering, 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 such time period, (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, or at any time prior thereto at the option of the holder, 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 held by them and any public shares owned in favor of our initial business combination.


 


The shares of Class B common stock will automatically convert into
shares of Class A common stock at the time of our initial business combination on a one-for-one basis (subject to adjustment
for stock splits, stock dividends, reorganizations, recapitalizations and the like), and subject to further adjustment as provided
herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued
in excess of the amounts offered in the Initial Public Offering and related to the closing of the 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 sum of the total number of all shares of
common stock outstanding plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection
with the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller
in the initial business combination, and any private placement-equivalent warrants issued to our sponsor or its affiliates
upon conversion of loans made to us). 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. 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. Holders of founder shares may also elect to convert their shares of Class B common
stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time. 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.


 


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.


 






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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.


 


Redeemable Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles the registered holder to purchase one
whole share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing
on the later of 12 months from the closing of the Initial Public Offering or 30 days after the completion of our initial business
combination. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of
Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No fractional
warrants were issued upon separation of the units and only whole warrants trade. Accordingly, unless you purchase at least two
units, you are not 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 with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus
relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant
will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class
A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws
of the state of residence of the registered holder of the warrants. 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.


 


We are not registering the shares of Class A common stock issuable
upon exercise of the 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 warrants, to cause such registration statement
to become effective and to maintain a current prospectus relating to those shares of Class A common stock until the 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 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. If that exemption, or another exemption, is not available,
holders will not be able to exercise their warrants on a cashless basis.


 






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Once the warrants
become exercisable, we may call the warrants for redemption:


 


		●	in
                                         whole and not in part;


 


		●	at
                                         a price of $0.01 per warrant;


 


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


 


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


 


If
and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock
upon exercise of the 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 warrants were offered by us in the
Initial Public Offering.


 


We have established the last of the 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.


 


If we call the warrants for redemption as described above, our management
will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” 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. If our management takes advantage
of this option, all holders of warrants would pay the exercise price by surrendering their warrants for that number of shares of
Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock
underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” 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 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 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 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 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 all warrant holders been required to exercise their 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.


 






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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 (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 redeem
100% of our Class A common stock if we do not complete our initial business combination within 24 months from the closing
of the Initial Public Offering 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. Other than the adjustments described above, no other adjustments will be required under the warrant agreement.


 


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.


 






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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.


 


The warrants were 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 on Form 10-K, 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, but requires the approval by the holders of at least 65% of the then
outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.


 


In addition, if we issue additional shares of common stock or equity-linked securities
for capital raising purposes in connection with the closing of our initial business combination at a newly issued price of less
than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by our board
of directors, and in the case of any such issuance to our initial stockholders or their respective affiliates, without taking into
account any founder shares held by them, as applicable, prior to such issuance), the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the newly issued price.


 


The warrants may be exercised upon surrender of the warrant certificate
on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant
certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if
applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders
do not have the rights or privileges of holders of Class A common stock 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 warrant holder.


 






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Private Placement Warrants


 


The private placement warrants (including the Class A common stock
issuable upon exercise of the 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 as described in this Annual Report on Form
10-K to our officers and directors and other persons or entities affiliated with our sponsor) and they will not be redeemable by
us so long as they are held by our sponsor or its permitted transferees. Our sponsor, or its permitted transferees, has the option
to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have
terms and provisions that are identical to those of the warrants sold as part of the units, including as to exercise price, exercisability
and exercise period. If the private placement warrants are held by holders other than our sponsor or its permitted transferees,
the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included
in the units.


 


If holders of the private placement warrants elect to exercise them
on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of shares of Class A common
stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the
warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” 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 these warrants will be exercisable on a cashless basis
so long as they are held by our sponsor or its permitted transferees is because it is not known at this time 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 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
such warrants on a cashless basis is appropriate.


 


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 loans may be convertible into warrants at a price
of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including
as to exercise price, exercisability and exercise period. 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.


 


Our sponsor has agreed not to transfer, assign or sell any of the
private placement warrants (including the Class A common stock issuable upon exercise of any of these warrants) until the
date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions as
described in this Annual Report on Form 10-K made to our officers and directors and other persons or entities affiliated with our
sponsor.


 


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.


 






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Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of incorporation contains certain
requirements and restrictions relating to the Initial Public Offering that will apply to us until the completion of our initial
business combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial
stockholders, who collectively beneficially own 20% of our common stock, will participate in any vote to amend our amended and
restated certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our amended
and restated certificate of incorporation provides, among other things, that:


 


	 	●	If we are unable to
    complete our initial business combination within 24 months from the closing of the Initial Public Offering, we will (i)
    cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
    days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price,
    payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds
    held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
    expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’
    rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
    and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
    and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide
    for claims of creditors and the requirements of other applicable law;


 


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


 


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


 


	 	●	If a stockholder vote
    on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or
    other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange
    Act, and will file tender offer documents with the SEC prior to 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; whether or not we maintain our registration under the our Exchange Act
    or our listing on NYSE, we will provide our public stockholders with the opportunity to redeem their public shares by one
    of the two methods listed above;


 


	 	●	So long as we obtain
    and maintain a listing for our securities on the NYSE, NYSE rules require that we must complete one or more business combinations
    having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the
    deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with
    our initial business combination;


 






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	 	●	If our stockholders
    approve an amendment to our amended and restated certificate of incorporation (i) to modify the substance or timing of our
    obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months
    from the closing of the Initial Public Offering or (ii) with respect to any other provision relating to stockholders’
    rights or pre-business combination activity, we will provide our public stockholders with the opportunity to redeem all
    or a portion of their shares of Class A common stock upon such approval at a per-share price, payable in cash, equal
    to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account
    and not previously released to us to pay our taxes, divided by the number of then outstanding public shares; and


 


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


 


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


 


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


 


We are subject
to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with:


 


	 	●	a stockholder who owns
    15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);


 


	 	●	an affiliate of an interested
    stockholder; or


 


	 	●	an associate of an interested
    stockholder, for three years following the date that the stockholder became an interested stockholder.


 


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


 


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


 


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


 


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


 


Our authorized but unissued common stock and preferred stock are
available for future issuances without stockholder approval 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.


 






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Exclusive forum for certain lawsuits


 


Our amended and restated certificate of incorporation requires,
to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees
for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, except
any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject
to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the
Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or
forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any
action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware
shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed
to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by
providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine
that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits
against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities
laws and the rules and regulations thereunder.


 


Our amended and restated certificate of incorporation provides that
the exclusive forum provision is applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules
and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability
created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.


 


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 will initially be divided into three classes,
Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our amended and restated certificate
of incorporation provide 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.


 






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Class B Common Stock Consent Right


 


For so long as any shares of Class B common stock remain outstanding,
we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common stock then outstanding,
voting separately as a single class, amend, alter or repeal any provision of our 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.


 


Securities Eligible for Future Sale


 


We have 37,518,750 shares of common stock outstanding. Of these
shares, the 30,015,000 sold in the Initial Public Offering are freely tradable without restriction or further registration under
the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities
Act. All of the remaining 7,503,750 shares and all 8,503,000 private placement warrants are restricted securities under Rule 144,
in that they were issued in private transactions not involving a public offering, and the shares of Class B common stock and private
placement warrants are subject to transfer restrictions as set forth elsewhere in this Annual Report on Form 10-K. These restricted
securities are entitled to registration rights as more fully described below under “—Registration Rights.”


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially owned restricted
shares of our common stock or warrants for at least six months would be entitled to sell their securities provided that (i) such
person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale
and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have
filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we
were required to file reports) preceding the sale.


 


Persons who have beneficially owned restricted shares of our common
stock or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding,
a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period
only a number of securities that does not exceed the greater of:


 


		●	1% of the total number of shares of Class A common
stock then outstanding, which equals 375,187 shares; or



 


		●	the average weekly reported trading volume of the
Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.



 


Sales by our affiliates under Rule 144 are also limited by manner
of sale provisions and notice requirements and to the availability of current public information about us.


 


Restrictions on the Use of Rule 144 by Shell Companies or Former
Shell Companies


 


Rule 144 is not available for the resale of securities initially
issued by shell companies (other than business combination related shell
companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception
to this prohibition if the following conditions are met:


 


	 	●	the issuer of the securities
    that was formerly a shell company has ceased to be a shell company;


 


	 	●	the issuer of the securities
    is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;


 






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	 	●	the issuer of the securities
    has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months
    (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form
    8-K; and


 


	 	●	at least one year has
    elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity
    that is not a shell company.


 


As
a result, our initial stockholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant
to Rule 144 without registration one year after we have completed our initial business combination.


 


Registration Rights


 


The holders of the founder shares, private placement warrants and
warrants that may be issued upon conversion of working capital loans (and any shares of Class A common stock issuable upon the
exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans and upon conversion
of the founder shares) are entitled to registration rights pursuant to a registration rights agreement filed as an exhibit to this
Annual Report on Form 10-K, requiring us to register such securities for resale (in the case of the founder shares, only after
conversion to our Class A common stock). 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. We will bear the
expenses incurred in connection with the filing of any such registration statements.


 


Listing of Securities


 


Our units, Class A common stock and warrants are listed on the NYSE
under the symbols “TRNE.U,” “TRNE” and “TRNE WS,” respectively.


 


 


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