Exhibit 4.2


 


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, DiamondPeak Holdings
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 common stock, $0.0001 par value per share (“Class A common stock”), (ii) its warrants, exercisable for one share
of class A common stock for $11.50 per share, and (iii) its units, consisting of one share of Class A common stock and one-third
of one warrant. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at $11.50 per share.
This Description of Securities also contains a description of the Company’s Class B common stock, par value $0.0001 per share
(the “Class B common stock” or “founder shares”), which is not registered pursuant to Section 12 of the
Exchange Act but is convertible into shares of Class A common stock. The description of the Class B common stock is necessary to
understand the material terms of the Class A common stock.


 


Pursuant to our amended and restated certificate of incorporation,
our authorized capital stock consists of 100,000,000 shares of Class A common stock, $0.0001 par value, 10,000,000 shares of Class
B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description
summarizes the material terms of our capital stock.


 


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 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. Pursuant to the warrant agreement, a warrant holder may exercise its warrants
only for a whole number of shares of Class A common stock. This means that only a whole warrant may be exercised at any given time
by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade.


 


Common Stock


 


Common stockholders of record are entitled to one vote for each
share held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common
stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. Unless
specified in our amended and restated certificate of incorporation or, bylaws, or as required by applicable provisions of the DGCL
or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required
to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes, each of which 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 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.


 






     


     


    

 


We will provide our stockholders with the opportunity to redeem
all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our
initial business combination including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. The per-share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to
which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in
connection with the completion of our initial business combination. Unlike many blank check companies that hold stockholder votes
and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of
public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder
vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant
to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC,
and file tender offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate
of incorporation requires these tender offer documents to contain substantially the same financial and other information about
the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, stockholder
approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons,
we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination
only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum
for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the company
representing a majority of the voting power of all outstanding shares of capital stock of the company entitled to vote at such
meeting.


 


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 of the Exchange
Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares of Class A common
stock sold in our initial public offering, 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.
And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares
would be required to sell their stock in open market transactions, potentially at a loss.


 


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 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, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares
are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors have
entered into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to
any founder shares and any public shares held by them in connection with the completion of our business combination (B) and to
waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve
an amendment to our amended and restated certificate of incorporation, (i) to modify the substance or timing of our obligation
to redeem 100% of our public shares if we do not complete our initial business combination within the timeframe set forth in our
amended and restated certificate of incorporation, or (ii) with respect to any other provision relating to stockholders’
rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account
with respect to any founder shares held by them if we fail to complete our business combination within the timeframe set forth
in our amended and restated certificate of incorporation, 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,
(iii) our anchor investor has agreed to waive its redemption rights with respect to its founder shares, (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 (iv) are subject to registration rights. If we submit our business combination to our public stockholders for a vote,
our sponsor, officers and directors have agreed to vote any founder shares held by them and any public shares purchased in favor
of our initial business combination. Permitted transferees of the founder shares held by our sponsor, officers and directors or
anchor investor would be subject to the same restrictions applicable to our sponsor, officers and directors or anchor investor,
respectively.


 






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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 offered in our initial public offering and related to the closing of the business combination, including
pursuant to a specified future issuance, 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, including a specified future 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). Holders of founder shares may also elect to convert their shares of Class B common stock into an equal number of
shares of Class A common stock, subject to adjustment as provided above, at any time.


 


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 or related
to our sponsor or anchor investor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) one
year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the
last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares of
common stock for cash, securities or other property.


 


Redeemable 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. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of
shares of Class A common stock. This means that only a whole warrant may be exercised at any given time by a warrant holder. No
fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase
at least three units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion
of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






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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 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 reasonable best efforts to
file, and within 60 business days following our initial business combination to have declared effective, 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 reasonable best efforts 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.


 


Redemption of Warrants for Cash. Once the warrants become exercisable,
we may call the warrants for redemption:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


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



 


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



 


If and when the warrants become redeemable by us, we may 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 warrant holder will be entitled
to exercise its warrant prior to the scheduled redemption date. However, the price of the Class A common stock may fall below the
$18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.


 


Redemption of Warrants for Shares of Class A Common Stock.
Commencing ninety days after the warrants become exercisable, we may redeem the outstanding warrants:


 


		●	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 of
redemption;



 






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		●	if, and only if, the last reported 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 warrant holders;



 


		●	if, and only if, the private placement warrants are also
concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants,
as described above; and



 


		●	if, and only if, there is an effective registration statement
covering the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available
throughout the 30-day period after written notice of redemption is given.



 


The numbers in the table below represent the “redemption
prices,” or the number of shares of Class A common stock that a warrant holder 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, determined based on the average of the last reported sales price 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, 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.


 


The stock prices set forth in the column headings of the table
below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant is adjusted. The adjusted
stock prices in the column headings will 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 below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant.


 


	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	 




 






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	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	 
	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 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 or 366-day year, as applicable. For example, if
the average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior
to the date on which the notice of redemption is sent to the holders of the warrants is $11 per share, and at such time there are
57 months until the expiration of the warrants, we may choose to, pursuant to this redemption feature, redeem the warrants at a
“redemption price” of 0.277 shares of Class A common stock for each whole warrant. For an example where the exact fair
market value and redemption date are not as set forth in the table above, if the average last reported sale price of our Class
A stock for the 10 trading days ending on the third trading date prior to the date on which the notice of redemption is sent to
the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, we
may choose to, pursuant to this redemption feature, redeem the warrants at a “redemption price” of 0.298 shares of
Class A common stock for each whole warrant. Finally, as reflected in the table above, we can redeem the warrants for no consideration
in the event that the warrants are “out of the money” (i.e. the trading price of our Class A common stock is below
the exercise price of the warrants) and about to expire.


 


Any public warrants held by our officers or directors will be
subject to this redemption feature, except that such officers and directors shall only receive “fair market value”
for such public warrants so redeemed (“fair market value” for such public warrants held by our officers or directors
being defined as the last reported sale price of the public warrants on such redemption date).


 


This redemption feature differs from the typical warrant redemption
features used in other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the
private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share for a specified period
of time. This redemption feature is structured to allow for all of the outstanding warrants (other than the private placement warrants)
to be redeemed when the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price
of our Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide
us with the flexibility to redeem the warrants for shares of Class A common stock, instead of cash, for “fair value”
without the warrants having to reach the $18.00 per share threshold set forth above under “—Redemption of Warrants
for Cash.” Holders of the warrants will, in effect, receive a number of shares representing fair value for their warrants
based on a Black-Scholes option pricing model with a fixed volatility input as of the date of our initial public offering. This
redemption right provides us not only with an additional mechanism by which to redeem all of the outstanding warrants, in this
case, for shares of Class A common stock, and therefore have certainty as to (1) our capital structure as the warrants would no
longer be outstanding and would have been exercised or redeemed and (2) to the amount of cash provided by the exercise of the warrants
and available to us, and also provides a ceiling to the theoretical value of the warrants as it locks in the “redemption
prices” we would pay to warrant holders if we chose to redeem warrants in this manner. We will effectively be required to
pay fair value to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a
redemption of the warrants for shares of Class A common stock if we determine it is in our best interest to do so. As such, we
would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the
warrants and pay fair value to the warrant holders. In particular, it would allow us to quickly redeem the warrants for shares
of Class A common stock, without having to negotiate a redemption price with the warrant holders, which in some situations, may
allow us to more quickly and easily close a business combination. In addition, the warrant holders will have the ability to exercise
the warrants prior to redemption if they should choose to do so.


 






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As stated above, we can redeem the warrants when the Class A
common stock is trading at a price starting at $10, which is below the exercise price of $11.50, because it will provide certainty
with respect to our capital structure and cash position while providing warrant holders with fair value (in the form of shares
of Class A common stock). If we choose to redeem the warrants when the Class A common stock is trading at a price below the exercise
price of the warrants, this could result in the warrant holders receiving fewer shares of Class A common stock than they would
have received if they had chosen to wait to exercise their warrants for shares of Class A common stock if and when Class A common
stock trading at a price higher than the exercise price of $11.50.


 


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.


 


Redemption Procedures and Cashless Exercise. 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
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 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 last reported 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, our anchor investor and their permitted transferees would still be entitled to exercise their private
placement warrants for cash or on a cashless basis using the same formula described above that other warrant holders would have
been required to use had all warrant holders been required to exercise their warrants on a cashless basis, as described in more
detail below.


 


A holder of a warrant may notify us in writing in the event
it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that
after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 4.8% or 9.8% (or such other amount as a holder may specify) of the shares
of Class A common stock outstanding immediately after giving effect to such exercise.


 


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, (c) to satisfy the redemption rights of the holders of
Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders
of Class A common stock in connection with a stockholder vote to amend our amended and restated certificate of incorporation, to
modify the substance or timing of our obligation to redeem 100% of our Class A common stock if we do not complete our initial business
combination within the timeframe set forth in our amended and restated certificate of incorporation, 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 their warrants immediately prior to
such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable
in the form of 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 warrants were issued in registered form under a warrant agreement between American 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.


 






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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 initial stockholders or their respective affiliates,
without taking into account any founder shares held by them, as applicable, prior to such issuance), the exercise price of the
warrants will be adjusted (to the nearest cent) to be equal to 115% of the newly issued price.


 


The warrants may be exercised upon surrender of the warrant
certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side
of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless
basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant
holders do not have the rights or privileges of holders of Class A common stock 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 (1) vote for each share held of record on all matters to be voted on by stockholders.


 


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


 


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


 


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


 


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



 


		●	an affiliate of an interested stockholder; or



 


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



 


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


 


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



 


		●	after the completion of the transaction that resulted in
the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the
time the transaction commenced, other than statutorily excluded shares of common stock; or



 


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



 






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Our amended and restated certificate of incorporation provides
that our board of directors will be 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 (including a specified future issuance) 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.


 


Class B Common Stock Consent Right


 


For so long as any shares of Class B common stock remain outstanding,
we may not, without the prior vote or written consent of the holders of a majority of the shares of Class B common stock then outstanding,
voting separately as a single class, amend, alter or repeal any provision of our certificate of incorporation, whether by merger,
consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative,
participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken at
any meeting of the holders of Class B common stock may be taken without a meeting, without prior notice and without a vote, if
a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B
common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting
at which all shares of Class B common stock were present and voted.


 


 


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