Exhibit
4.5


 


DESCRIPTION
OF SECURITIES


 


Pursuant to our amended and restated 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. The
following description summarizes the material terms of our capital stock. Because it is only a summary, it may not contain all
the information that is important to you.


 


Units


 


Each unit consists of one 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 adjustments as described set forth in the warrant agreement.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A
common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants have
been issued upon separation of the units and only whole warrants are traded.


 


The common stock and warrants constituting
the units began separate trading on July 26, 2019.


 


Common Stock


 


As of March 26, 2020, a total of 86,250,000
shares of our common stock are outstanding, including:


 


		·	69,000,000 shares of our Class A common stock; and



 


		·	17,250,000 shares of Class B common stock held by Churchill Sponsor
II LLC (“sponsor”).



 


Common stockholders of record are entitled
to one vote for each share held on all matters to be voted on by stockholders. Holders of our Class B common stock will have the
right to elect all of our directors prior to the consummation of our initial business combination. On any other matter submitted
to a vote of our stockholders, holders of our Class B common stock and holders of our Class A common stock will vote together as
a single class, except as required by applicable law or stock exchange rule. These provisions of our amended and restated certificate
of incorporation may only be amended if approved by a majority of at least 90% of our common stock voting at a stockholder meeting.
Unless specified in our amended and restated certificate of incorporation or bylaws, or as required by applicable law or 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 (other than the election of directors). Directors are divided into three classes, each of which
will generally serve for a term of three years with only one class elected in each year. There is no cumulative voting with respect
to the election of 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 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 a business
combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of common
stock which we are authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek
stockholder approval in connection with our initial business combination.


 






     


     


    

  


In accordance with the New York Stock Exchange
(the “NYSE”) corporate governance requirements, we are not required to hold an annual meeting until not later than
one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b) of the Delaware General Corporation
Law (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 public stockholders
with the opportunity to redeem all or a portion of their 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 (net of permitted withdrawals), divided by the number
of then outstanding public shares, subject to the limitations described herein. The amount in the trust account was initially $10.00
per public share. 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. The redemption right will include the requirement that any
beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.
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. Permitted transferees of our sponsor, officers or directors are subject to the same obligations.
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 applicable law or stock exchange listing requirements, if a stockholder vote is not required
by applicable law or stock exchange listing requirements and we do not decide to hold a stockholder vote for business or other
reasons, we will, pursuant to our amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender
offer rules of the Securities and Exchange Commission (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, a stockholder approval of the transaction is required by
applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or other 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, unless a different vote is required by applicable law or stock
exchange rules, 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 business combination. Unless otherwise required by applicable law or stock exchange rules, 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. However, the participation of our sponsor, officers, directors, advisors or any of their respective affiliates in privately-negotiated
transactions (as described in the initial public offering (“IPO”) prospectus)), 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, 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 agreements 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 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 Securities Exchange Act of 1934, as amended, or the “Exchange Act”), will be restricted from
redeeming more than an aggregate of 15% of the shares sold in the IPO, without our prior consent, 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 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, our sponsor, officers and directors have (and their permitted transferees, as applicable,
will agree) agreed to vote any founder shares and any public shares held by them in favor of our initial business combination.
As a result, in addition to our sponsor’s founder shares, we would need 22,500,001, or 37.5%, of the 60,000,000 public shares
sold in the IPO to be voted in favor of our initial business combination (assuming all issued and outstanding shares are voted
and the option to purchase additional units is not exercised) in order to have such initial business combination approved. Additionally,
each public stockholder may elect to redeem its public shares without voting, and if they do vote, irrespective of whether they
vote for or against the proposed transaction.


 


Pursuant to our amended and restated certificate
of incorporation, if we are unable to complete our initial business combination within the completion window, we will: (1) cease
all operations except for the purpose of winding up; (2) 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 (net of permitted withdrawals and 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 (3) 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 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 any founder shares held by them if we fail to complete our initial business combination
within the completion window. However, if our sponsor or any of our officers or directors acquires public shares after the IPO,
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 completion window.


 






     


     


    

  


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 on deposit in the trust account as of two business days prior to
the consummation of our initial business combination, including interest (net of permitted withdrawals), 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 included in the units, except that: (1) only holders of the founder shares have the right to vote
on the election of directors prior to our initial business combination; (2) the founder shares are subject to certain transfer
restrictions, as described in more detail below; (3) our sponsor, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to: (a) 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, (b) waive their redemption rights with
respect to any founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to our
amended and restated certificate of incorporation to modify the substance or timing of our obligation to provide for the redemption
of our public shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated
our initial business combination within the completion window; and (c) 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 within the
completion window (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 the completion window); (4) the founder shares
are automatically convertible 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 (5) the holders of founder shares
are entitled to registration rights. If we submit our initial business combination to our public stockholders for a vote, our sponsor,
officers and directors have agreed (and their permitted transferees, as applicable, will agree) to vote any founder shares and
any public shares held by them in favor of our initial business combination.


 






     


     


    

  


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 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 sold in the IPO and related to the closing of our initial business combination,
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 anti-dilution adjustment with respect
to any such issuance or deemed 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 total number of all shares of common
stock outstanding plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with
our initial business combination (net of the number of shares of Class A common stock redeemed in connection with our initial business
combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination
and any private placement warrants issued upon the conversion of working capital loans made to us.


 


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 and other permitted transferees, each of whom are subject to the same transfer restrictions) until the earlier
of  (A) one year after the completion of our initial business combination, (B) subsequent to our initial business combination,
if the closing 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, and (C) following the completion of our initial business combination, such future
date on which we complete a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all
of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property.


 


Preferred Stock


 


Our amended and restated certificate of
incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time
to time in one or more series. Our board of directors are authorized to fix the voting rights, if any, designations, powers, preferences,
the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable
to the shares of each series. Our board of directors are able to, without stockholder approval, issue preferred stock with voting
and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have
anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the
effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no preferred
stock outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure
you that we will not do so in the future.


 


Warrants


 


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 IPO and 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 only a whole warrant may be exercised at a given time by a warrant holder. No fractional
warrants have been issued upon separation of the units and only whole warrants are traded. 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”) covering the issuance
of the shares of Class A common issuable upon exercise of the warrants is then effective and a current prospectus relating to those
shares of Class A common stock is available, 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 from registration 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 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 with the SEC, and within 60 business days following our initial business combination to have declared effective,
a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and
to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. 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 will use our reasonable best efforts to 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 a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder;
and



 


		•	if, and only if, the closing price of our 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
on the third trading day prior to the date on which 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 his, her or 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 well as the $11.50 warrant exercise price after the redemption
notice is issued.


 


Redemption Procedures and Cashless
Exercise. If we call the warrants for redemption as described above, our management will have the option to require all
holders that wish to exercise warrants to do so on a “cashless basis.” In 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. In such event, each holder would pay the exercise price by
surrendering the 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 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 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 shares of Class
A common stock outstanding immediately after giving effect to such exercise.


 


Anti-Dilution Adjustments.
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  (1) 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 (2) 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 (1) 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 (2) fair market value means the volume weighted average price of Class A common stock as
reported during the ten 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 amended and restated certificate
of incorporation to modify the substance or timing of our obligation to provide for the redemption of our public shares in connection
with an initial business combination or to redeem 100% of our Class A common stock if we do not complete our initial business combination
within the completion window, 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. 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 stockholders of the company as provided for in the company’s amended and restated certificate
of incorporation or as a result of the redemption of shares of Class A common stock by the company if a proposed initial business
combination is presented to the stockholders 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 outstanding shares of Class A common stock, 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 stockholder 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 common stock held by such holder had been purchased pursuant to such
tender or exchange offer, subject to adjustments (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 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 per share consideration minus Black-Scholes Warrant 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 in order to determine and realize the option value component of the warrant.
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.


 






     


     


    




 


The warrants have been issued in registered
form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
has been filed as an exhibit to the IPO registration statement and contains the 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, 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.


 


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 and 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.


 


Private Placement Warrants


 


The private placement warrants (including
the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions as described under
the IPO registration statement’s section entitled “Principal Stockholders — Transfers of Founder
Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with our sponsor)
and they will not be redeemable by us so long as they are held by our sponsor or its permitted transferees. Our sponsor, or its
permitted transferees, has the option to exercise the private placement warrants on a cashless basis and are entitled to certain
registration rights. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants
sold as part of the units in the IPO. If the private placement warrants are held by holders other than our sponsor or its 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 sold in the IPO.


 


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” shall mean the average 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. The reason that we have agreed that these warrants will be exercisable on a cashless basis
so long as they are held by our sponsor and its permitted transferees is because it is not known at this time whether they will
be affiliated with us following a 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 and sell the shares of Class A common stock received upon such exercise freely
in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such
securities. 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 sponsor, an affiliate of our sponsor or our officers and directors
may, but none of them is obligated to, loan us funds as may be required. If we complete our initial business combination, we would
repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no
proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into
warrants at a price of  $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement
warrants issued to our sponsor.


 


Dividends


 


We have not paid any cash dividends on our
common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment
of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial
condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to a business
combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently
contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.


 


Our Transfer Agent and Warrant Agent


 


The transfer agent for our common stock
and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock
Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors,
officers and employees against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts
performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct
or bad faith of the indemnified person or entity.


 


Our Amended and Restated Certificate of Incorporation


 


Our amended and restated certificate of
incorporation contains certain requirements and restrictions from the time of the IPO that will apply to us until the completion
of our initial business combination. These provisions (other than amendments relating to the appointment of directors, which require
the approval of a majority of at least 90% of our common stock voting in a stockholder meeting) cannot be amended without the approval
of the holders of at least 65% of our common stock. Our sponsor, who collectively and beneficially own 20% of our common stock,
may participate in any vote to amend our amended and restated certificate of incorporation and has the discretion to vote in any
manner it chooses. Prior to an initial business combination, we may not issue additional securities that can vote on amendments
to our amended and restated certificate of incorporation. Specifically, our amended and restated certificate of incorporation provides,
among other things, that:


 


	•	if we are unable to complete our initial business combination within the completion window, we will: (1) cease all operations
except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, subject
to lawfully available funds therefor, redeem 100% of 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 (net of permitted withdrawals and 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 (3) 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;



 






     


     


    

 


		•	prior to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders
thereof to: (1) receive funds from the trust account; or (2) vote on any initial business combination;



 


	•	although we do not intend to enter into a business combination with a target business that is affiliated with M. Klein and
Company, our sponsor, our directors or our officers, we are not prohibited from doing so. In the event we seek to complete our
initial business combination with a company that is affiliated with M. Klein and Company, our sponsor, officers or directors, we,
or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that
is a member of FINRA or from an independent accounting firm that such a business combination is fair to our company from a financial
point of view;



 


	•	if a stockholder vote on our initial business combination is not required by applicable law or stock exchange rules and we
do not decide to hold a stockholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule
13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial
business combination which contain substantially the same financial and other information about our initial business combination
and the redemption rights as is required under Regulation 14A of the Exchange Act;



 


	•	if required by applicable stock-exchange rules, our initial business combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80% of the net assets held in the trust account (excluding the amount of any
deferred underwriting discount).



 


	•	if our stockholders approve an amendment to our amended and restated certificate of incorporation to modify the substance or
timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within the completion window, we
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon such
approval at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
(net of permitted withdrawals), divided by the number of then outstanding public shares; and



 


		•	we will not effectuate our initial business combination with another blank check company or a similar company with nominal
operations.



 


In addition, our amended and restated certificate
of incorporation provides that under no circumstances will we redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001.


 


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


 


We have elected to be exempt from the restrictions
imposed under Section 203 of the DGCL. However, our certificate of incorporation contains similar provisions providing that we
may not engage in certain “business combinations” with any “interested stockholder” for a three-year period
following the time that such stockholder becomes an interested stockholder unless:


 


	•	prior to such time, our board of directors approved either the business combination or the transaction which resulted in the
stockholder becoming an interested stockholder;



 






     


     


    

 


	•	upon consummation of the transaction which resulted in the stockholder becoming an “interested stockholder,” the
interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced (excluding certain
shares); or



 


	•	on or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting
of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock not
owned by the interested stockholder.



 


Generally, a “business combination”
includes a merger, asset or stock sale to the interested stockholder. Subject to certain exceptions, an “interested stockholder”
is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15%
or more of our voting stock.


 


Under some circumstances, this provision
will make it more difficult for a person who is an interested stockholder to effect various business combinations with us for a
three-year period.


 


Our certificate of incorporation provides
that our sponsor and its various affiliates, successors and transferees will not be deemed to be “interested stockholders”
regardless of the percentage of our voting stock owned by them, and accordingly will not be subject to this provision.


 


Our authorized but unissued common stock
and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate
purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized
but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control
of us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive Forum For Certain Lawsuits


 


Our amended and restated certificate of
incorporation requires, to the fullest extent permitted by law, that (i) any derivative action or proceeding brought on our behalf,
(ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders,
(iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL
or our amended and restated certificate of incorporation or bylaws, or (iv) any action asserting a claim against us, our directors,
officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware,
except any action (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party
not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction
of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a
court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction,
or (D) arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware
shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed
to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by
providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine
that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits
against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities
laws and the rules and regulations thereunder.


 






     


     


    

 


Our amended and restated certificate of
incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits
brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive
jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought
to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As noted above, our amended
and restated certificate of incorporation provides that the Court of Chancery and the federal district court for the District of
Delaware shall have concurrent jurisdiction over any action arising under the Securities Act. Accordingly, there is uncertainty
as to whether a court would enforce such provision, and our stockholders will not be deemed to have waived our compliance with
the federal securities laws and the rules and regulations thereunder.


 


Special Meeting of Stockholders


 


Our bylaws provide that special meetings
of our stockholders may be called only by a majority vote of our board of directors, by our chief executive officer or by our chairman,
if any.


 


Advance Notice Requirements for Stockholder Proposals and
Director Nominations


 


Our bylaws provide for advance notice procedures
with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by
or at the direction of our board of directors or a committee of our board of directors. In order for any matter to be “properly
brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain
information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less
than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders.
Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice
periods contained therein. Our bylaws also specify requirements as to the form and content of a stockholder’s notice. Our
bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings
which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed.
These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the
acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us.


 


Action by Written Consent


 


Any action required or permitted to be taken
by our stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by
written consent of the stockholders other than with respect to our Class B common stock.


 


Classified Board of Directors


 


Our board of directors will initially be
divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our
amended and restated certificate of incorporation provides that the authorized number of directors may be changed only by resolution
of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office
at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding
shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy
on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote
of a majority of our directors then in office.


 






     


     


    

 


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.


 


Securities Eligible for Future Sale


 


We have 69,000,000 shares of Class A common
stock outstanding. All of these shares are freely tradable without restriction or further registration under the Securities Act,
except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the 17,250,000
Class B founder shares and all 15,800,000 private placement warrants are restricted securities under Rule 144, in that they were
issued in private transactions not involving a public offering, and are subject to transfer restrictions as set forth in the IPO
prospectus.


 


Rule 144


 


Pursuant to Rule 144, a person who has beneficially
owned restricted shares of our common stock or warrants for at least six months would be entitled to sell their securities provided
that: (1) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding,
a sale; and (2) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and
have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we
were required to file reports) preceding the sale.


 


Persons who have beneficially owned restricted
shares of our common stock or warrants for at least six months but who are our affiliates at the time of, or at any time during
the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell
within any three-month period only a number of securities that does not exceed the greater of:


 


	•	1% of the total number of shares of Class A common stock then outstanding, which will equal 690,000 shares; or



  


	•	the average weekly reported trading volume of the common stock during the four calendar weeks preceding the filing of a notice
on Form 144 with respect to the sale.



 






     


     


    

 


Sales by our affiliates under Rule 144 are
also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.


 


Restrictions on the Use of Rule 144 by Shell Companies or
Former Shell Companies


 


Rule 144 is not available for the resale
of securities initially issued by shell companies (other than a business combination related shell companies) or issuers that have
been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the
following conditions are met:


 


	•	the issuer of the securities that was formerly a shell company has ceased to be a shell company;



 


	•	the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;



 


	•	the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the
preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current
Reports on Form 8-K; and



 


	•	at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting
its status as an entity that is not a shell company.



 


As a result, our sponsor will be able to
sell its founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after
we have completed our initial business combination.


 


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 common stock issuable
upon the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans and upon conversion
of the founder shares) will be 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 into shares of Class A common stock). The
holders of these securities will be entitled to make up to three demands, excluding short form registration 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. We will bear the expenses incurred in connection with the filing
of any such registration statement.


 


Listing of Securities


 


We have listed our units, Class A common
stock and warrants on the NYSE under the symbols “CCX.U,” “CCX” and “CCXWS,” respectively.
The common stock and warrants constituting the units began separate trading on July 26, 2019.