Exhibit
4.5


DESCRIPTION OF
REGISTRANT’S SECURITIES


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


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.


Units


As of December 31,
2019, were 17,250,000 public units and 237,500 private units outstanding. Each unit consists of one share of common stock and one
half of one warrant. Each whole warrant entitles the holder to purchase one share of common stock.


Common Stock


At December 31, 2019,
there were 21,987,500 issued and outstanding shares of common stock. 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,
Tuscan Holdings Acquisition II LLC, our sponsor (“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 (the “founder’s common stock”)
and any shares purchased following the IPO in the open market in favor of any 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 April 16, 2021 (unless such date is extended by
our stockholders pursuant to an amendment to our Amended and Restated Charter), 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 after 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 sell their shares to us in a tender offer or have their
shares of common stock converted to cash equal to their pro rata share of the trust account if they vote on the proposed business
combination in connection with such business combination and the business combination is completed. Public stockholders who sell
or 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 Charter that would affect our public stockholders’ ability to convert their
shares in connection with a business combination or affect the substance or timing of our obligation to redeem 100% of our public
shares if we do not complete a business combination by the required date set forth in our Amended and Restated Charter, we will
provide 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 Amended and Restated Charter authorizes the issuance of 1,000,000 shares of preferred
stock with such designation, rights and preferences as may be determined from time to time by our board of directors. 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 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


As of December 31,
2019, there were 11,118,750 warrants outstanding. Each 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 30 days after the completion of
an initial business combination.  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.






    


     


    

 


The warrants included
in the units issued privately concurrently with our IPO and additional warrants issued in such private placement (collectively
the “private warrants”), as well as any warrants 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 offered in our IPO 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 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.


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 $9.50 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 $9.50 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 units, common
stock and warrants are listed on the Nasdaq Capital Market under the symbols “THCAU,” “THCA,” and “THCAW,”
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.


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.






    


     


    

 


Exclusive Forum
Selection


Our Amended and Restated
Charter 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 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 provides 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.