EXHIBIT 4.5


 


DESCRIPTION
OF THE REGISTRANT’S SECURITIES

REGISTERED PURSUANT TO SECTION 12 OF THE

SECURITIES EXCHANGE ACT OF 1934


 


Pursuant to our third amended and restated
certificate of incorporation, as amended by the certificate of amendment to the third amended and restated certificate of incorporation
(as amended, the “third amended and rested certificate of incorporation”), our authorized capital stock consists of
200,000,000 shares of Class A common stock, $0.0001 par value, 20,000,000 shares of Class B common stock, $0.0001 par value, and
1,000,000 shares of undesignated preferred stock, $0.0001 par value.


 


As of March 27, 2020, Landcadia Holdings
II, Inc. has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (1) our Units; (2) our Class A common stock; and (3) our Warrants.


 


The following description of our Units,
Class A common stock, and Warrants is a summary and does not purport to be complete. It is subject to and qualified in its entirety
by reference to our third amended and restated certificate of incorporation and our bylaws, each of which are incorporated by reference
as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5 is a part. We encourage you to read our third
amended and restated certificate of incorporation, our bylaws and the applicable provisions of Delaware General Corporations Law
(Title 8, Chapter 1 of the Delaware Code) (the “DGCL”).


 


Terms not otherwise defined herein shall
have the meaning assigned to them in the Annual Report on Form 10-K of which this Exhibit 4.5 is a part.


 


UNITS


 


Each Unit consists of one whole share of
Class A common stock and one-third of one redeemable 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.


 


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 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 third amended and restated certificate of incorporation or bylaws, or as required by applicable
provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that
are voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes,
each of which generally serves for a term of three years with only one class of directors being elected in each year. There is
no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares
voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor.


 


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


 


In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until no later than one
year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required
to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our bylaws, unless such election
is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors
prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the
DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation
of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court
of Chancery in accordance with Section 211(c) of the DGCL.


 






     


     


    

 


We will provide our 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 amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per-share amount
we will distribute to investors who properly redeem their shares will not be reduced by deferred underwriting commissions we will
pay to the underwriters. Our sponsors, 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. We will provide our public stockholders with the opportunity to redeem
all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a
stockholder meeting called to approve the initial business combination or (ii) without a stockholder vote by means of a tender
offer. 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 conduct redemptions
by means of a tender offer, the tender offer documents will 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 we seek stockholder approval, the participation
of our sponsors, officers, directors, advisors or any of their affiliates in privately negotiated transactions, if any, could result
in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention
to vote, against such business combination. For purposes of seeking approval of the majority of our outstanding shares of common
stock voted, non-votes will have no effect on the approval of our 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. These quorum and voting
thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial
business combination.


 


If we seek stockholder 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 third 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 common stock sold in this 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 initial business combination.
Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial
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 initial 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.


 


If we seek stockholder approval in connection
with our initial business combination, pursuant to a letter agreement, our sponsors, officers and directors have agreed to vote
their founder shares and any public shares purchased during or after this offering (including in open market and privately-negotiated
transactions) in favor of our initial business combination. Additionally, each public stockholder may elect to redeem its public
shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record
date for the stockholder meeting held to approve the proposed transaction (subject to the limitation described in the preceding
paragraph).


 






     


     


    

 


Pursuant to our third amended and restated
certificate of incorporation, if we are unable to complete our initial business combination by May 9, 2021, we will (i) cease all
operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter
subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right
to receive further liquidating distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject
in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. Our sponsors, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive
their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to
complete our initial business combination by May 9, 2021. However, if our initial stockholders acquire public shares in or after
this 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 an initial 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, including interest (which will be net of taxes paid by us) upon the completion of our initial business combination, subject
to the limitations described herein.


 


WARRANTS


 


Public Stockholders’ Warrants


 


Each whole Warrant entitles the registered
holder to purchase one 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 the Public Offering or 30 days after the completion
of our initial business combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole
number of Class A common stock. This means only a whole Warrant may be exercised at a given time by a warrantholder. 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.


 





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 of 1933, as amended (the “Securities Act”), with
respect to the shares of Class A common stock underlying the Warrants is then effective and a current 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, if not cash settled, will have paid
the full purchase price for the unit solely for the share of Class A common stock underlying such Unit.


 






     


     


    

 


We are not registering the shares of Class
A common stock issuable upon exercise of the Warrants at this time. However, we have agreed that as soon as practicable, but in
no event later than 15 business days after the closing of our initial business combination, we will use our best efforts to file
with the Securities and Exchange Commission (the “SEC”) a registration statement registering the issuance of the shares
of Class A common stock issuable upon exercise of the Warrants, to cause such registration statement to become effective and to
maintain a current prospectus relating to those shares of Class A common stock until the Warrants expire or are redeemed, as specified
in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the
Warrants is not effective by the 60th business day after the closing of our initial business combination, warrantholders 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.


 


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 warrantholder;
and



  


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



  


If and when the Warrants become redeemable
by us, we may not exercise our redemption right if the issuance of shares of common stock 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 of common stock under the blue sky laws of the state
of residence in those states in which the Warrants were initially offered by us in this offering.


 


We have established the last of the redemption
criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the Warrant
exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the Warrants, each warrantholder
will be entitled to exercise 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 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 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 and 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 closing
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 sponsors 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 warrantholders would have been required to use had all warrantholders been required to exercise
their Warrants on a cashless basis, as described in more detail below.


 






     


     


    

 


A holder of a Warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such Warrant, to the
extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s
actual knowledge, would beneficially own in excess of 4.9% 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) and (ii) one 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 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.


 


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 third 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 24 months from the closing of this offering or to provide for redemption in connection
with a business combination 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 Class A 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 30 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 purpose of
such exercise price reduction is to provide additional value to holders of the Warrants when an extraordinary transaction occurs
during the exercise period of the Warrants pursuant to which the holders of the Warrants otherwise do not receive the full potential
value of the Warrants. This formula is to compensate the Warrant holder for the loss of the option value portion of the Warrant
due to the requirement that the Warrant holder exercise the Warrant within 30 days of the event. The Black-Scholes model is an
accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.


 


You should review a copy of the warrant
agreement, which is incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.5
is a part, for a complete description of the terms and conditions applicable to the Warrants. 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,
and that all other modifications or amendments will require the vote or written consent of the holders of at least 50% of the then
outstanding public Warrants and, solely with respect to any amendment to the terms of the private placement Warrants, a majority
of the then outstanding private placement Warrants.


 


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


 


No fractional shares will be issued upon
exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share,
we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the warrantholder.
As a result, warrantholders not purchasing an even number of Warrants must sell any odd number of Warrants in order to obtain full
value from the fractional interests that will not be issued.


 


Private Placement Warrants


 


The private placement Warrants (including
the Class A common stock issuable upon exercise of the private placement Warrants) are not transferable, assignable or salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions, to our officers
and directors and other persons or entities affiliated with our sponsors) and they will not be redeemable by us so long as they
are held by our sponsors or their permitted transferees. Except as described below, the private placement Warrants have terms and
provisions that are identical to those of the Warrants sold as part of the Units, including as to exercise price, exercisability
and exercise period. If the private placement Warrants are held by holders other than the sponsors or their permitted transferees,
the private placement Warrants will be redeemable by us and exercisable by the holders on the same basis as the Warrants included
in the Units.


 






     


     


    

 


If holders of the private placement Warrants
elect to exercise them on a cashless basis, they 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” means the average reported closing price
of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of Warrant
exercise is sent to the warrant agent. The reason that we have agreed that these Warrants will be exercisable on a cashless basis
so long as they are held by the sponsors or their permitted transferees is because it is not known at this time whether they will
be affiliated with us following an initial business combination. If they remain affiliated with us, their ability to sell our securities
in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities
except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities,
an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike
public stockholders who could exercise their Warrants sell the shares of Class A common stock issuable upon exercise of the warrants
freely in the open market, the insiders could be significantly restricted from doing so. As a result, we believe that allowing
the holders to exercise such Warrants on a cashless basis is appropriate.


 


In order to finance transaction costs in
connection with an intended initial business combination, our sponsors or an affiliate of one of our sponsors or certain of our
officers and directors may, but are not obligated to, loan us funds as may be required. Up to $1,500,000 of such loans may be convertible
into Warrants at a price of  $1.50 per Warrant at the option of the lender. Such Warrants would be identical to the
private placement Warrants, including as to exercise price, exercisability and exercise period. The terms of such working capital
loans by our sponsors or their affiliates, or our officers and directors, if any, have not been determined and no written agreements
exist with respect to such loans.


 


Our sponsors have agreed not to transfer,
assign or sell any of the private placement Warrants (including the Class A common stock issuable upon exercise of any of these
warrants) until the date that is 30 days after the date we complete our initial business combination, except that, among other
limited exceptions, to our officers and directors and other persons or entities affiliated with our sponsors. In addition, for
so long as they are held by Jefferies, the private placement Warrants will not be exercisable more than five years from the effective
date of the registration statement filed with the SEC in connection with our Public Offering.


 


Registration Rights


 


The
holders of the founder shares, private placement Warrants and Warrants that may be issued upon conversion of working capital loans
(and any shares of Class A common stock issuable upon the exercise of the private placement Warrants and Warrants that may be issued
upon conversion of working capital loans and upon conversion of the founder shares) are entitled to registration rights pursuant
to a registration rights agreement requiring us to register such securities for resale (in the case of the founder shares, only
after conversion to our Class A common stock). The holders of at least 15% of these securities are entitled to make up to three
demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back”
registration rights with respect to registration statements filed subsequent to our completion of our initial business combination
and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However,
the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to
become effective until termination of the applicable lock-up period, which occurs (1) in the case of the founder shares, on the
earlier of  (A) one year after the completion of our initial business combination or (B) subsequent to our initial business
combination, (x) if the reported closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for
share splits, share dividends, 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 stockholders having the right to exchange their shares of Class A common
stock for cash, securities or other property, and (2) in the case of the private placement Warrants and the respective shares
of Class A common stock underlying such Warrants, 30 days after the completion of our initial business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, Jefferies
may not exercise its demand and “piggyback” registration rights after five (5) and (7) years, respectively, after the
effective date of the registration statement filed with the SEC in connection with our Public Offering and may not exercise its
demand rights on more than one occasion.