Exhibit 4.5


 


DESCRIPTION OF SECURITIES


 


The following is a summary of the material
terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
as of December 31, 2019, and provisions of our amended and restated certificate of incorporation and bylaws. The summary is subject
to and qualified in its entirely by reference to the amended and restated certificate of incorporation and bylaws, each of which
is filed as an exhibit to the Annual Report on Form 10-K. The following also summarizes certain provisions of the General Corporation
Law of the State of Delaware (the “DGCL”) and is subject to and qualified in its entirely by reference to the DGCL.


 


General


 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 200,000,000 shares of Class A common stock, $0.0001 par value per share,
20,000,000 shares of Class B common stock, $0.0001 par value per share, and 1,000,000 shares of undesignated preferred stock, $0.0001
par value per share. The following description summarizes certain terms of our capital stock as set out more particularly in our
amended and restated certificate of incorporation. 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-third of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our
Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below. Pursuant to the warrant agreement,
a warrantholder 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 warrantholder.


 


Our units are listed on the New York Stock
Exchange (the “NYSE”) under the symbol “SBE.U.” On September 16, 2019, we announced that holders of our
units may elect to separately trade the shares of Class A common stock and warrants included in the units. The shares of Class
A common stock and warrants that are separated trade on the NYSE under the symbols “SBE” and “SBE WS,”
respectively. Those units not separated continue to trade on the NYSE under the symbol “SBE.U.” No fractional warrants
will be issued upon separation of the units, and only whole warrants will trade.


 


Additionally, any units that are not separated
prior to the completion of our initial business combination will automatically separate into their component parts and will not
be traded after completion of our initial business combination.


 


Common Stock


 


As of March 27, 2020, 31,411,763
shares of our Class A common stock (the “public shares”) and 7,852,941 shares of our Class B common stock (the “founder
shares”) were outstanding.


 


Common stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class B common stock will have the
right to elect all of our directors prior to our initial business combination. On any other matter submitted to a vote of our stockholders,
holders of the Class A common stock and holders of the Class B common stock will vote together as a single class except as required
by law or stock exchange rule. 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. Pursuant to the terms of
our amended and restated certificate of incorporation, holders of our Class B common stock have the exclusive right to elect, remove
and replace any director prior to the consummation of our initial business combination. This provision may only be amended if approved
by holders of a majority of at least 90% of our common stock entitled to vote thereon.


 






     


    	 



    

 


Because our amended and restated certificate
of incorporation authorizes the issuance of up to 200,000,000 shares of Class A common stock, if we were to enter into a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of Class
A common stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent
we seek stockholder approval in connection with our business combination.


 


Our board of directors is divided into
three classes with only one class of directors being elected in each year and each class (except for those directors appointed
prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE corporate governance
requirements, we are not required to hold an annual meeting until no later than one 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 public 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 calculated 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 per-share amount we will distribute to investors who properly redeem
their shares will not be reduced by the deferred underwriting discounts and commissions that we will pay to the underwriters of
our 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 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
will require these tender offer documents to contain substantially the same financial and other information about the initial business
combination and the redemption rights as is required under the SEC’s proxy rules. If, however, 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 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. 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 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 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 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(d)(3) of the Exchange Act), will be restricted from redeeming its 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 business combination. Our stockholders’
inability to redeem the Excess Shares will reduce their influence over our ability to complete our 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 business combination.


 


If we seek stockholder approval in connection
with our business combination, our initial stockholders have agreed to vote their founder shares and any public shares purchased
during or after our initial public offering in favor of our initial business combination. Additionally, each public stockholder
may elect to redeem its public shares irrespective of whether it votes 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 business combination within 24 months from the closing of our 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 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 held by them if we fail to complete our business combination within 24 months
from the closing of our initial public offering. However, if our sponsor, officers or directors acquire public shares in or after
our initial public offering, they will be entitled to liquidating distributions from the trust account with respect to such public
shares if we fail to complete our business combination within the prescribed time period.


 


In the event of a liquidation, dissolution
or winding up of the company after a 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 public 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
shares of Class A common stock included in the units sold in our initial public offering, and holders of founder shares have the
same stockholder rights as public stockholders, except that (i) only holders of the founder shares have the right to vote on the
election of directors prior to our initial business combination, (ii) the founder shares are subject to certain transfer restrictions,
as described in more detail below, (iii) 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 business combination, (B) to waive their redemption rights with respect to any founder
shares and public shares held by them in connection with a stockholder vote to approve an amendment to our amended and restated
certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if
we have not consummated an initial business combination within 24 months from the closing of our initial public offering 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 business combination within 24 months from the closing of our 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 business combination within such time period, (iv) 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 pursuant to certain anti-dilution rights, as described herein and (v) the founder shares are subject to registration
rights. If we submit our business combination to our public stockholders for a vote, 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. Our
initial stockholders have agreed to vote any founder shares held by them and any public shares purchased during or after our initial
public offering in favor of our initial business combination.


 






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The shares of Class B common stock will
automatically convert into shares of Class A common stock at the time of our initial business combination 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 sold in our initial public offering and related to the closing of the 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 upon completion of our initial public offering plus all shares of Class A common stock and equity-linked securities
issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued, or
to be issued, to any seller in the business combination).


 


Our initial stockholders have agreed not
to transfer, assign or sell any founder shares held by them until one year after the date of the consummation of our initial business
combination or earlier if, subsequent to our business combination, (i) the last sale price of our common stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days
within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent
liquidation, merger, stock exchange 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
will be authorized to fix the voting rights, if any, designations, powers, preferences and 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 will be 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 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 our initial public offering or 30 days after the completion
of our initial business combination, provided in each case that we have an effective registration statement under the Securities
Act of 1933, as amended (the “Securities Act”), covering the shares of Class A common stock issuable upon exercise
of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless
basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration
under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrantholder
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 warrantholder. 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 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 the 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 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 for the registration, under the Securities Act, of the shares of Class A common stock
issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective and to maintain the
effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in
accordance with the provisions of the warrant agreement. Notwithstanding the above, if our Class A common stock is at the time
of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered
security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise
their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the
event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to 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 warrants become exercisable, we
may call the warrants for redemption for cash:


 


	 	●	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 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 warrants become redeemable
by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under
all applicable state securities laws.


 


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 warrants, each warrantholder
will be entitled to exercise his, her or 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 (for whole shares) warrant exercise price after the redemption notice is
issued.


 






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Commencing 90 days after the warrants become
exercisable, we may redeem the outstanding warrants (including both public warrants and private placement warrants) for shares
of Class A common stock:


 


	 	●	in whole and not in part;


 


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


 


	 	●	upon a minimum of 30 days’ prior written notice; and


 


	 	●	if, and only if, the last sale price of our Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrantholders.


 


The numbers in the table below represent
the “redemption prices,” or the number of shares of Class A common stock that a warrantholder will receive upon redemption
by us pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding
redemption date, and the number of months that the corresponding redemption date precedes the expiration date of the warrants,
each as set forth in the table below.


 


	Redemption Date	 	Fair Market Value of Class A Common Stock	 
	(period to expiration of warrants)	 	$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	$18.00	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.365	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.365	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.365	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.365	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.365	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.364	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.364	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.364	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.364	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.364	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.364	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.364	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.364	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.363	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.363	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.363	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.362	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.362	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 


The “fair market value” of
our Class A common stock shall mean the average reported last sale price of our 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.


 


The exact fair market value and redemption
date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the
redemption date is between two redemption dates in the table, the number of shares of Class A common stock to be issued for each
warrant redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and
lower fair market values and the earlier and later redemption dates, as applicable, based on a 365-day year.


 






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No fractional shares of Class A common
stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share,
we will round down to the nearest whole number of the number of shares of Class A common stock to be issued to the holder. Any
redemption of the warrants for shares of Class A common stock will apply to both the public warrants and the private placement
warrants.


 


If we call the warrants for redemption
for cash as described above, our management will have the option to require any holder that wishes to exercise his, her or 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 above) 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 warrantholders would have been required to use
had all warrantholders 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 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.


 


The stock prices set forth in the column
headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a warrant
is adjusted pursuant to the following three paragraphs. The adjusted stock prices in the column headings shall equal the stock
prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable
upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable
upon exercise of a warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at
the same time as the number of shares issuable upon exercise of a warrant.


 


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) multiplied by (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.


 






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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 $0.10
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 approve an amendment to our amended and restated certificate of incorporation that would affect the
substance or timing of our obligation to redeem 100% of our Class A common stock if we have not consummated an initial business
combination within 24 months from the closing of our initial public offering, or (e) in connection with the redemption of our public
shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective
immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other
assets paid on each share of Class A common stock in respect of such event.


 


If the number of outstanding shares of
our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class
A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Class A common stock issuable on exercise of each warrant will be decreased in proportion
to such decrease in outstanding shares of Class A common stock.


 


Whenever the number of shares of Class
A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be
adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which
will be the number of shares of Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment,
and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.


 


In 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 his, her or its 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 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 warrant exercise price will not be adjusted for other events.


 


The warrants have been issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective
provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants. If an amendment adversely affects the private
placement warrants in a different manner than the public warrants or vice versa, then approval of holders of at least 65% of the
then-outstanding public warrants and 65% of the then-outstanding private placement warrants, voting as separate classes, will be
required. You should review a copy of the warrant agreement, which is filed as an exhibit to the Annual Report on Form 10-K, for
a complete description of the terms and conditions applicable to the warrants.


 






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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 sponsor or its affiliates,
without taking into account any founder shares held by the sponsor or such affiliates, 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 warrantholders do not have the rights or privileges of holders of Class A common stock or any voting rights until they exercise
their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of
the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


No fractional 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.


 


Private Placement Warrants


 


The private placement warrants (including
the shares of 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, 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 in our initial public offering, 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 sold in our initial public offering.


 


If holders of the private placement warrants
elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its 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 and its permitted transferees is because it is not known at this time
whether they will be affiliated with us following a 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.


 






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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. If we complete our initial business combination,
we would repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business
combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts
but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible
into warrants at a price of $1.50 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.


 


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, among other limited
exceptions, 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 a business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial
conditions subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination
will be within the discretion of our board of directors at such time. Our board of directors is not currently contemplating and
does not anticipate declaring any stock dividends in the foreseeable future. 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 Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of
incorporation contains certain requirements and restrictions relating to our initial public offering that will apply to us until
the completion of our initial business combination. These provisions (other than amendments relating to the appointment of directors,
which require the approval of a majority of at least 90% of our common stock voting at a stockholder meeting) cannot be amended
without the approval of the holders of at least 65% of our common stock. Our initial stockholders, who collectively beneficially
own 20.3% 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 our 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 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;


 


	 	●	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 a business combination with a target business that is affiliated with our sponsor, our directors or our 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 that is a member of FINRA or an independent accounting firm that such a business combination is fair to our company from a financial point of view;


 






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	 	●	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 under the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;


 


	 	●	Our initial business combination must occur with one or more target businesses that together have a fair market value of at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time of the agreement to enter into the initial business combination;


 


	 	●	If our stockholders approve an amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, 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 franchise and income 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 or any greater net tangible asset or cash requirement which may be contained in the agreement
relating to our initial business combination.


 


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


 


We have opted out of Section 203 of the
DGCL. However, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage
in certain “business combinations” with any “interested stockholder” for a three-year period following
the time that the stockholder became an interested stockholder, unless:


 


	 	●	prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;


 


	 	●	upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or


 


	 	●	at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66-2/3% of the outstanding voting stock that is not owned by the interested stockholder.


 


Generally, a “business combination”
includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder.
Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates
and associates, owns, or within the previous three years owned, 20% or more of our voting stock.


 






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Under certain circumstances, this provision
will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations
with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate
in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors
approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder.
These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish
transactions which stockholders may otherwise deem to be in their best interests.


 


Our amended and restated certificate of
incorporation provides that our sponsor and its respective affiliates, any of their respective direct or indirect transferees of
at least 20% of our outstanding common stock and any group as to which such persons are party to, do not constitute “interested
stockholders” for purposes of this provision.


 


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.


 


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 and, if 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, the provision may have the effect of discouraging
lawsuits against our directors and officers.


 


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 close of business on the 120th day prior to the anniversary date of the immediately preceding
annual meeting of stockholders. Pursuant to Rule 14a-8 under 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. Our bylaws allow the chairman
of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect
of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may
also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own
slate of directors or otherwise attempting to influence or obtain control of us.


 


Action by Written Consent


 


Any action required or permitted to be
taken by our 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.


 






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Classified Board of Directors


 


Our board of directors is 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 and bylaws 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.


 


Class B Common Stock Consent Right


 


Notwithstanding any other provision in
our amended and restated certificate of incorporation, prior to the closing of our initial business combination, the holders of
shares of our Class B common stock have the exclusive right to elect, remove and replace any director, and the holders of shares
of our Class A common stock have no right to vote on the election, removal or replacement of any director. This provision of our
amended and restated certificate of incorporation may only be amended by a resolution passed by a majority of holders of at least
90% of the outstanding common stock entitled to vote thereon.


 


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) will be entitled to registration rights pursuant to a registration rights agreement,
dated July 25, 2019, 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 at least $25 million in value of these securities are entitled to demand that we file
a registration statement covering such securities and to require us to effect up to an aggregate of three underwritten offerings
of 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. 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 (a) 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 business combination, (i) 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 (ii) 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 (b) in the case of the private placement warrants and the respective Class A common stock underlying such warrants,
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.


 


 


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