Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF
THE SECURITIES


EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31, 2019, Act II Global Acquisition
Corp. (“we,” “our,” “us” or the “Company”) had the following three classes of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Class
A ordinary shares, $0.0001 par value per share (“Class A ordinary shares”), (ii) its warrants, exercisable for one
Class A ordinary share at $11.50 per share, and (iii) its units, consisting of one Class A ordinary share and one warrant to purchase
one-half of one Class A ordinary share. In addition, this Description of Securities also contains a description of the Company’s
Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” or “founder shares”),
which is not registered pursuant to Section 12 of the Exchange Act but is convertible into Class A ordinary shares. The description
of the Class B ordinary shares is necessary to understand the material terms of the Class A ordinary shares.


 


Pursuant to our amended and restated memorandum
and articles of association, our authorized capital stock consists of 200,000,000 Class A ordinary shares, 20,000,000 Class B ordinary
shares, and 2,000,000 undesignated preference shares, $0.0001 par value each. The following description summarizes the material
terms of our capital stock.


 


Defined terms used herein and not defined
herein shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K.


 


Units 


 


Each unit consists of one Class A ordinary
share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price
of $11.50 per share, subject to adjustment. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only
for a whole number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant
holder.


 


Ordinary shares 


 


Class A ordinary shareholders and Class B
ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders and
vote together as a single class, except as required by law; provided, that holders of our Class B ordinary shares have the right
to appoint all of our directors prior to our initial business combination and holders of our Class A ordinary shares are not entitled
to vote on the appointment of directors during such time. These provisions of our amended and restated memorandum and articles
of association may only be amended by a special resolution passed by at least 90% of our ordinary shares voting in a general meeting.


 


Unless specified in the Companies Law, our
amended and restated memorandum and articles of association or applicable stock exchange rules, the affirmative vote of a majority
of our ordinary shares that are voted is required to approve any such matter voted on by our shareholders (other than the appointment
of directors), and the affirmative vote of a majority of our founder shares is required to approve the appointment of directors.
Approval of certain actions will require a special resolution under Cayman Islands law and pursuant to our amended and restated
memorandum and articles of association; such actions include amending our amended and restated memorandum and articles of association
and approving a statutory merger or consolidation with another company. Directors are elected for a term of two years. There is
no cumulative voting with respect to the appointment of directors, with the result that the holders of more than 50% of the founder
shares voted for the appointment of directors can appoint all of the directors. Our shareholders are entitled to receive ratable
dividends when, as and if declared by the Board of Directors out of funds legally available therefor.


 






     


     


    

 


We will provide our Class A public shareholders
with the opportunity to redeem all or a portion of their Class A ordinary 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 described below
as of two business days prior to the consummation of our initial business combination, including interest (which interest shall
be net of taxes payable) divided by the number of then issued and outstanding Class A ordinary shares that were sold as part of
the units, which we refer to collectively as our 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 commissions we
will pay to the underwriter. 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 their founder shares and public shares in connection with the
completion of our initial business combination.


  


Unlike many blank check companies that hold
shareholder 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 shareholder vote is not required by law and we do not decide to hold a shareholder vote for business or other legal reasons,
we will, pursuant to our amended and restated memorandum and articles of association, 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 memorandum and articles of association, requires these tender offer documents to contain substantially the
same financial and other information about the initial business combination and the redemption rights as is required under the
SEC’s proxy rules. If, however, a shareholder approval of the transaction is required by law, or we decide to obtain shareholder
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 shareholder approval, we
will complete our initial business combination only if a majority of the issued and outstanding ordinary shares voted are voted
in favor of the initial business combination.


 


For purposes of seeking approval of the majority
of our issued and outstanding ordinary shares, non-votes will have no effect on the approval of our initial business combination
once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written
notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination.


 


If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, our amended and restated memorandum and articles of association provides that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate
of 15% of the Class A ordinary shares sold in our initial public offering, which we refer to as the “Excess Shares.” However,
we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against
our initial business combination. Our shareholders’ inability to redeem the Excess Shares will reduce their influence
over our ability to complete our initial business combination, and such shareholders could suffer a material loss in their investment
if they sell such Excess Shares on the open market. Additionally, such shareholders will not receive redemption distributions with
respect to the Excess Shares if we complete the business combination. And, as a result, such shareholders will continue to hold
that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market
transactions, potentially at a loss.


 


If we seek shareholder approval in connection
with our initial business combination, our sponsor, officers and directors have agreed (and their permitted transferees will agree),
pursuant to the terms of a letter agreement entered into with us, 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. Additionally, each public shareholder
may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction.


 






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Pursuant to our amended and restated memorandum
and articles of association, 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 no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
(which interest shall be net of taxes payable and 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 shareholders’ rights as shareholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands 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 their founder
shares if we fail to complete our initial business combination within 24 months from the closing of our initial public offering.
However, if our sponsor acquires public shares 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 initial 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 shareholders 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 shares, if any, having
preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund
provisions applicable to the ordinary shares, except that we will provide our shareholders 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, including interest
(which interest shall be net of taxes payable) upon the completion of our initial business combination, subject to the limitations
described herein.


  


Founder Shares 


 


The founder shares are identical to the Class
A ordinary shares and holders of founder shares have the same shareholder rights as public shareholders, except that (i) holders
of the founder shares have the right to vote on the appointment of directors prior to our initial business combination, (ii) the
founder shares are subject to certain transfer restrictions, as described in more detail below, and (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 their founder shares and public shares in connection with the completion of our initial business combination and
(B) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to
complete our initial 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 initial business combination within such time period and (iv) the founder shares will automatically convert into Class A ordinary
shares at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject
to adjustment pursuant to certain anti-dilution rights, as described herein and in our amended and restated memorandum and
articles of association. If we submit our initial business combination to our public shareholders for a vote, our sponsor, officers
and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into
with us, to vote any founder shares held by them and any public shares purchased in favor of our initial business combination.
As a result, in addition to our initial shareholder’s founder shares, we would need only 9,787,501, or 37.5%, of
the 26,100,000 public shares sold in our initial public offering to be voted in favor of a transaction (assuming all
outstanding shares are voted) in order to have our initial business combination approved.


 


The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of our initial business combination on a one-for-one basis, subject to adjustment
for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as
provided herein and in our amended and restated memorandum and articles of association. In the case that additional Class A ordinary
shares, 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 Class B ordinary shares shall convert into Class A ordinary
shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive
such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary
shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares
outstanding plus all Class A ordinary shares 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 initial business
combination and any private placement-equivalent warrants issued to our sponsor or its affiliates upon conversion of loans
made to us). Holders of founder shares may also elect to convert their Class B ordinary shares into an equal number of Class A
ordinary shares, subject to adjustment as provided above, at any time. The term “equity-linked securities” refers
to any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a
financing transaction in connection with our initial business combination, including but not limited to a private placement of
equity or debt. Securities could be “deemed issued” for purposes of the conversion adjustment if such shares
are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.


 






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With certain limited exceptions, the founder
shares are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated
with our sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion
of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of the Class
A ordinary shares equal or exceed $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after our initial business combination, or (y) the date following the completion of our initial business combination on
which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our
public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.


 


Redeemable Warrants 


 


Each whole warrant entitles the registered
holder to purchase one Class A ordinary share 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.  Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole
number of Class A ordinary shares. This means that only a whole warrant may be exercised at any given time by a warrant holder.
The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time,
or earlier upon redemption or liquidation.


 


We will not be obligated to deliver any Class
A ordinary shares 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 Class A ordinary shares 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 for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking
to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities
laws of the state of the exercising holder, or an exemption is available. 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 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 Class A ordinary share 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, and within 60 business days following our initial business combination to have declared effective, a registration statement
covering the Class A ordinary shares 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. No warrants will be exercisable for
cash unless we have an effective and current registration statement covering the Class A ordinary shares issuable upon exercise
of the warrants and a current prospectus relating to such Class A ordinary shares. Notwithstanding the foregoing, if a registration
statement covering the Class A ordinary shares issuable upon exercise of the 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.


 






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


 


		·	in whole and not in part; 



 


		·	at a price of  $0.01 per warrant; 



 


		·	upon not less than 30 days’ prior written notice of redemption
(the “30-day redemption period”) to each warrant holder; and 
	 	 	 
		·	if, and only if, the reported last sale price of the Class A ordinary
shares equal or exceed $18.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior
to the date we send to the notice of redemption to the warrant holders.​



 


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


We have established the last of the redemption
criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder
will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A
ordinary shares may fall below the $18.00 redemption trigger price as well as the $11.50 warrant exercise price after the redemption
notice is issued.


  


If we call the warrants for redemption as
described above, our management will have the option to require any holder that wishes to exercise 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 shareholders of issuing the maximum number of Class A ordinary shares 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 Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number
of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined
below) over the exercise price of the warrants by (y) the fair market value. The “fair market value” shall
mean the average reported last sale price of the Class A ordinary shares 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 Class A ordinary shares to be
received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless
exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.
We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial
business combination. If we call our warrants for redemption and our management does not take advantage of this option, our sponsor
and its permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis
using the same formula described above that other warrant holders would have been required to use had all warrant holders been
required to exercise their warrants on a cashless basis, as described in more detail below.


 


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


 






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If the number of issued and outstanding Class
A ordinary shares is increased by a capitalization payable in Class A ordinary shares, or by a sub-division of Class A ordinary
shares or other similar event, then, on the effective date of such capitalization, sub-division or similar event, the number
of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the issued
and outstanding Class A ordinary shares. A rights offering to holders of Class A ordinary shares entitling holders to purchase
Class A ordinary shares at a price less than the fair market value will be deemed a capitalization of a number of Class A ordinary
shares equal to the product of (i) the number of Class A ordinary shares 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 ordinary shares)
multiplied by (ii) one (1) minus the quotient of (x) the price per Class A ordinary share 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 ordinary shares, in determining the price payable for Class A ordinary shares, 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 ordinary shares as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights.


 


In addition, if we, at any time while the
warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders
of Class A ordinary shares on account of such Class A ordinary shares (or other ordinary shares into which the warrants are convertible),
other than (a) as described above, (b) certain ordinary cash dividends, (c) to satisfy the redemption rights of the holders of
Class A ordinary shares in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the
holders of Class A ordinary shares in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association to modify the substance or timing of our obligation to redeem 100% of our Class A ordinary shares if we do not complete
our initial business combination within the time frame set forth in our amended and restated memorandum and articles of association,
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 Class A ordinary share in respect of such event.


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


 


Whenever the number of Class A ordinary shares
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
Class A ordinary shares purchasable upon the exercise of the warrants immediately prior to such adjustment, and (y) the denominator
of which will be the number of Class A ordinary shares so purchasable immediately thereafter.


  


In case of any reclassification or reorganization
of the issued and outstanding Class A ordinary shares (other than those described above or that solely affects the par value of
such Class A ordinary shares), 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 issued and outstanding Class A ordinary shares), 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 our Class A ordinary shares immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or
transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to
such event. However, if such holders were entitled to exercise a right of election as to the kind or amount of securities, cash
or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets for
which each warrant will become exercisable will be deemed to be the weighted average of the kind and amount received per share
by such holders in such consolidation or merger that affirmatively make such election, and if a tender, exchange or redemption
offer has been made to and accepted by such holders (other than a tender, exchange or redemption offer made by the company in connection
with redemption rights held by shareholders of the company as provided for in the company’s amended and restated memorandum
and articles of association or as a result of the redemption of Class A ordinary shares by the company if a proposed initial business
combination is presented to the shareholders of the company for approval) under circumstances in which, upon completion of such
tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the
Exchange Act) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of
Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own
beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Class A
ordinary shares, the holder of a warrant will be entitled to receive the highest amount of cash, securities or other property to
which such holder would actually have been entitled as a shareholder if such warrant holder had exercised the warrant prior to
the expiration of such tender or exchange offer, accepted such offer and all of the Class A ordinary shares held by such holder
had been purchased pursuant to such tender or exchange offer, subject to adjustment (from and after the consummation of such tender
or exchange offer) as nearly equivalent as possible to the adjustments provided for in the warrant agreement. Additionally, if
less than 70% of the consideration receivable by the holders of ordinary shares in such a transaction is payable in the form of
Class A ordinary shares 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 per share consideration minus Black-Scholes Warrant
Value (as defined in the warrant agreement) of the warrant.


 






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The warrants were 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 65% of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants.


 


In addition, if we issue additional ordinary
shares 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 ordinary share (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 warrant holders do not have the rights or privileges of holders of Class A ordinary shares and any voting rights until they
exercise their warrants and receive Class A ordinary shares. After the issuance of Class A ordinary shares upon exercise of the
warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by shareholders.


 


Warrants may be exercised only for a whole
number of Class A ordinary shares. 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 the number of Class A ordinary shares to be issued to the warrant holder.


  


Certain anti-takeover provisions of our amended and restated
memorandum and articles of association


 


Our authorized but unissued ordinary shares and preference shares
are available for future issuances without shareholder 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 ordinary shares and preference shares 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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