Exhibit
4.5


 


DESCRIPTION
OF REGISTRANT’S SECURITIES


 


The
following summary of Merida Merger Corp. I’s securities is based on and qualified by the Company’s Amended and Restated
Articles of Incorporation (the “Amended and Restated Charter”). References to the “Company” and to “we,”
“us,” and “our” refer to Merida Merger Corp. I.”


 


General


 


As
of December 31, 2019, the Company is authorized to issue 50,000,000 shares of common stock, par value $0.0001 and 1,000,000 shares
of preferred stock, par value $0.0001. There are no shares of preferred stock currently outstanding.


 


Common
Stock


 


At
December 31, 2019, there were 16,371,940 issued and outstanding shares of common stock, including 12,550,477 subject to possible
redemption. Our stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders.
In connection with any vote held to approve our initial business combination, our Sponsor, as well as all of our officers and
directors, have agreed to vote their respective shares of common stock owned by them immediately prior to our IPO and any shares
purchased in IPO or following the IPO in the open market in favor of the proposed business combination.


 


Our
board of directors is divided into three classes, each of which will generally serve 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 eligible to vote for the election of directors can elect all of the directors.


 


Pursuant
to our Amended and Restated Charter, if we do not consummate an initial business combination by November 7, 2021, our corporate
existence will cease except for the purposes of winding up our affairs and liquidating and we will redeem 100% of our outstanding
public shares for a pro rata portion of the funds held in the trust account, 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, divided
by the number of then outstanding public shares, subject to applicable law and as further described herein. Our Sponsor, officers
and directors have agreed to waive their rights to participate in any liquidation distribution from the trust account occurring
upon our failure to consummate an initial business combination with respect to the founder’s common stock. Our Sponsor,
officers and directors will therefore not participate in any liquidation distribution from the trust account with respect to such
shares. They will, however, participate in any liquidation distribution from the trust account with respect to any shares of common
stock acquired in, or following, our IPO.


 


Our
stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions
applicable to the shares of common stock, except that public stockholders have the right to have their shares of common stock
converted to cash equal to their pro rata share of the trust account in connection with the consummation of our business combination.
Public stockholders who convert their stock into their share of the trust account still have the right to exercise the warrants
that they received as part of the units.


 






     


     


    

 


 If
we seek to amend any provisions of our amended and restated certificate of incorporation that would affect our public stockholders’
ability to convert their shares in connection with a business combination as described herein or affect the substance or timing
of our obligation to redeem 100% of our public shares if we do not complete a business combination within 24 months from
the closing of this offering, we will provide dissenting public stockholders with the opportunity to convert their public shares
in connection with any such vote. This conversion right shall apply in the event of the approval of any such amendment, whether
proposed by our Sponsor, any executive officer, director or director nominee, or any other person. 


 


Preferred
Stock


 


There
are no shares of preferred stock outstanding. Our board of directors is empowered, without stockholder approval, to issue preferred
stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights
of the holders of common stock. However, the underwriting agreement entered into by us in connection with the IPO prohibits us,
prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account,
or which votes as a class with the common stock on a business combination. We may issue some or all of the preferred stock to
effect a business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing
a change in control of us. 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


 


There
are 10,451,087 warrants outstanding. Each whole warrant entitles the registered holder to purchase one share of common stock at
a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 30 days after the
completion of an initial business combination or November 7, 2020.  However, no warrants will be exercisable for cash unless
we have an effective and current registration statement covering the shares of common stock issuable upon exercise of the warrants
and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering
the shares of common stock issuable upon exercise of the public warrants is not effective within a specified period following
the consummation of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on
a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is
available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a
cashless basis. In the event of such a cashless exercise, each holder would pay the exercise price by surrendering the warrants
for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of
common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair
market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean
the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading day prior to the
date of exercise. The warrants will expire on the fifth anniversary of our completion of an initial business combination, at 5:00
p.m., New York City time, or earlier upon redemption or liquidation.


 






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The
private warrants issued to EarlyBirdCapital, Inc. and our Sponsor, as well as any warrants underlying additional units we issue
to our Sponsor, officers, directors or their affiliates in payment of working capital loans made to us, will be identical to the
warrants underlying the units being offered by this prospectus except that such warrants will be exercisable for cash or on a
cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by
our Sponsor or its permitted transferees.


 


We
may call the warrants for redemption (excluding the private warrants and any warrants underlying additional units issued to our
Sponsor, initial stockholders, officers, directors or their affiliates in payment of working capital loans made to us), in whole
and not in part, at a price of $0.01 per warrant, (i) at any time after the warrants become exercisable, (ii) upon not less than
30 days’ prior written notice of redemption to each warrant holder after the warrants become exercisable, (iii)  if,
and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock
splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing
after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders,
and (iv) if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying
such warrants.


 


The
right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption.
On and after the redemption date, a record holder of a warrant will have no further rights except to receive the redemption price
for such holder’s warrant upon surrender of such warrant.


 


If
we call the warrants for redemption as described above, our management will have the option to require all holders that wish to
exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering
the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number
of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and
the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this
purpose shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the holders of warrants.


 


The
exercise price and number of shares of common stock issuable on exercise of the warrants may be adjusted in certain circumstances
including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation.
However, except as described below, the warrants will not be adjusted for issuances of shares of common stock at a price below
their respective exercise prices.


 






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In
addition, if (x) we issue additional shares of common stock or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of
common stock (with such issue price or effective issue price to be determined in good faith by our board of directors, and in
the case of any such issuance to our Sponsor, initial stockholders or their affiliates, without taking into account any founders’
shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the
total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the
consummation of our initial business combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the
exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value
or (ii) the price at which we issue the additional shares of common stock or equity-linked securities. The “Market
Value” for this purpose means the volume weighted average trading price of our common stock during the 20 trading day period
starting on the trading day prior to the day on which we consummate our initial business combination.


 


No
fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares
of common stock to be issued to the warrant holder.


 


Dividends


 


We
have not paid any cash dividends on our shares of 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 condition subsequent to completion of a business combination. The payment of any dividends
subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention
of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board does
not anticipate declaring any dividends in the foreseeable future.


 


Listing
of Securities


 


Our
common stock and warrants are listed on Nasdaq under the symbols “MCMJ,” and “MCMJW,” respectively and
on the Neo  under the symbols “MMK.U,” and “MMK.WT.U,” respectively.


 


Delaware
Anti-Takeover Law


 


Staggered
Board of Directors


 


Our
Amended and Restated Charter provides that our board of directors will be classified into three classes of directors of approximately
equal size. 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.


 






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Special
Meeting of Stockholders


 


Our
bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors, by our
president or by our chairman or by our secretary at the request in writing of stockholders owning a majority of our issued and
outstanding capital stock entitled to vote.


 


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 delivered to our principal executive offices not later than the close of business
on the 60th day nor earlier than the close of business on the 90th day prior to the scheduled
date of the annual meeting of stockholders. In the event that less than 70 days’ notice or prior public disclosure of the
date of the annual meeting of stockholders is given, a stockholder’s notice shall be timely if delivered to our principal
executive offices not later than the 10th day following the day on which public announcement of the date of our
annual meeting of stockholders is first made or sent by us. 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.


 


Authorized
but Unissued Shares


 


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 Selection


 


Our
amended and restated certificate of incorporation will require, 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 and therefore bring a claim in another appropriate forum. Additionally, we cannot be certain
that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum
provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action,
we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating
results and financial condition.


 


Our
Amended and Restated Charter will provide that the exclusive forum provision will be 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.


 


 


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