Exhibit
4.2


 


DESCRIPTION
OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934


 


As
of March 30, 2020, Conyers Park II Acquisition Corp. (the “Company” or “we,” “us,” and
“our”) had the following classes of securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”): (1) units, each consisting of one share of Class A common stock and
one-fourth of one redeemable warrant (“Units”), (2) shares of Class A common stock, $0.0001 par value
(“Class A Common Stock”) and (3) warrants, each whole warrant exercisable for one share of Class A Common Stock
at an exercise price of $11.50 (“Warrants”). Our Units, Class A Common Stock and Warrants are listed on NASDAQ
under the symbols “CPAAU,” “CPAA” and “CPAAW,” respectively. The following description
summarizes the material terms of our registered securities. Because it is only a summary, it may not contain all the
information that is important to you.


 


Certain
Terms


 


Unless
otherwise stated in this Exhibit or the context otherwise requires, references to:


 


		●	“public
                                         shares” are to shares of our Class A Common Stock sold as part of the units in
                                         our initial public offering (whether they were purchased in our initial public offering
                                         or thereafter in the open market);



 


		●	“public
                                         stockholders” are to the holders of our public shares, including, without limitation,
                                         our initial stockholders and members of our management team to the extent our initial
                                         stockholders and/or members of our management team have purchased public shares, provided
                                         that each initial stockholder’s and member of our management team’s status
                                         as a “public stockholder” shall only exist with respect to such public shares;



 


		●	“initial
                                         stockholders” are to holders of our founder shares prior to our initial public
                                         offering.



 


		●	“management”
                                         or our “management team” are to our executive officers and directors;



 


		●	“sponsor”
                                         are to Conyers Park II Sponsor LLC, a Delaware limited liability company and an affiliate
                                         of Centerview Capital;



 


		●	“founder
                                         shares” are to shares of our Class B Common Stock, 11,250,000 of which are currently
                                         outstanding and have been issued to our initial stockholders prior to our initial public
                                         offering and the shares of our Class A Common Stock issued upon the conversion thereof;



 


		●	“common
                                         stock” are to our Class A Common Stock and our Class B Common Stock, collectively;
                                         and



 


		●	“private
                                         placement warrants” are to the warrants issued to our sponsor in a private placement
                                         simultaneously with the closing of our initial public offering.



 






     


     


    

 


General


 


Pursuant
to our amended and restated certificate of incorporation (the “Certificate of Incorporation”), our authorized capital
stock will consist of 500,000,000 shares of Class A common stock, $0.0001 par value, 50,000,000 shares of Class B common stock,
$0.0001 par value (“Class B Common Stock”), 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 has an offering price of $10.00 and consists of one whole share of Class A Common Stock and one-fourth of one Warrant. Each
whole Warrant entitles the holder thereof to purchase one share of our Class A Common Stock at a price of $11.50 per share, subject
to adjustment as described in the registration statement on Form S-1 (No. 333-232449) (the “Registration Statement”).
A Warrant holder may exercise its Warrants only for a whole number of shares of Class A Common Stock. This means that only a whole
Warrant may be exercised at any given time by a Warrant holder. No fractional Warrants will be issued and only whole Warrants
will trade. Accordingly, unless you purchase at least four Units, you will not be able to receive or trade a whole Warrant.


 


The
Class A Common Stock and Warrants began separate trading on September 9, 2019. Holders of the Units have the option to continue
to hold Units or separate their Units into the component securities. Holders need to have their brokers contact our transfer agent
in order to separate the Units into shares of Class A Common Stock and Warrants.


 


Common
Stock


 


Upon
the closing of our initial public offering, 56,250,000 shares of common stock were outstanding including:


 


		●	45,000,000
                                         shares of our Class A Common Stock underlying the Units being offered in our initial
                                         public offering; and



 


		●	11,250,000
                                         shares of Class B common stock held by our initial stockholders.



 


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 the Certificate of Incorporation or bylaws (the “Bylaws”),
or as required by applicable provisions of the General Corporation Law of Delaware, as amended (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.


 






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Because
the Certificate of Incorporation authorizes the issuance of up to 500,000,000 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 Class A 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 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 the 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. Prior to the completion of an initial business combination, any vacancy
on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior
to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board
of directors for any reason.


 


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 up to $1,000,000 of our working capital requirements
as well as to pay our franchise and income 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 the deferred underwriting commissions
we will pay to the underwriters. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to
which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them
in connection with the completion of our business combination. Unlike many blank check companies that hold stockholder votes and
conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public
shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder
vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant
to the Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange
Commission (“SEC”), and file tender offer documents with the SEC prior to completing our initial business combination.
Our 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 law, or we decide to obtain stockholder approval for business or other
legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant
to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business
combination only if a majority of the outstanding shares of common stock voted are voted in favor of the 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. However, the participation of our sponsor, officers, directors, advisors or their affiliates in privately-negotiated
transactions, if any, could result in the approval of our 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 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 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.


 






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If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, our 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 10% of the shares of common stock sold in our initial public offering, which we refer to as the Excess Shares. However, we
would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against
our business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability
to complete our business combination, and such stockholders could suffer a material loss in their investment if they sell such
Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the
Excess Shares if we complete the business combination. And, as a result, such stockholders will continue to hold that number of
shares exceeding 10% 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 business combination, our initial stockholders have agreed to vote their founder
shares and any public shares purchased after our initial public offering in favor of our initial business combination. As a result,
in addition to our initial stockholders’ founder shares, we would need 16,875,001, or 37.5%, of the 45,000,000 public shares
sold in our initial public offering to be voted in favor of a transaction (assuming all outstanding shares are voted) in order
to have our initial business combination approved. Additionally, each public stockholder may elect to redeem its public shares
irrespective of whether they vote for or against the proposed transaction (subject to the limitation described in the preceding
paragraph).


 


Pursuant
to our Certificate of Incorporation, if we are unable to complete our business combination within 24 months from the closing of
our initial public offering, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned
on the funds held in the trust account and not previously released to us to pay up to $1,000,000 of our working capital requirements
as well as to pay our franchise and income 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 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 business combination within 24 months from the closing of our initial public offering.
However, if our sponsor or members of our management acquire public shares after our initial public offering, they will be entitled
to liquidating distributions from the trust account with respect to such public shares if we fail to complete our business combination
within the prescribed time period.


 






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In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is
made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with
the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in
the trust account, upon the completion of our initial business combination, subject to the limitations described herein.


 


Founder
Shares


 


The
founder shares are identical to the shares of Class A Common Stock included in the Units being sold in our initial public offering,
and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are
subject to certain transfer restrictions, as described in more detail below, (ii) our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to any founder
shares and any public shares held by them in connection with the completion of our business combination and (B) to waive their
rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete
our business combination within 24 months from the closing of our initial public offering, although they will be entitled to liquidating
distributions from the trust account with respect to any public shares they hold if we fail to complete our business combination
within such time period, (iii) the founder shares are shares of our Class B Common Stock that will automatically convert into
shares of our Class A Common Stock at the time of our initial business combination, or at any time prior thereto at the option
of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein and
(iv) are subject to registration rights. If we submit our business combination to our public stockholders for a vote, our initial
stockholders have agreed to vote any founder shares held by them and any public shares purchased after our initial public offering
in favor of our initial business combination.


 






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The
shares of Class B Common Stock will automatically convert into shares of Class A Common Stock at the time of our initial business
combination on a one-for-one basis (subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations
and the like), and subject to further adjustment as provided herein. In the case that additional shares of Class A Common Stock,
or equity-linked securities, are issued or deemed issued in excess of the amounts offered in our initial public offering and related
to the closing of the business combination, including pursuant to a specified future issuance, the ratio at which shares of Class
B Common Stock shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding
shares of Class B Common Stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including
a specified future issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all shares of Class
B Common Stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common
stock outstanding upon completion of our initial public offering plus all shares of Class A Common Stock and equity-linked securities
issued or deemed issued in connection with the business combination (excluding any shares or equity-linked securities issued,
or to be issued, to any seller in the business combination). Holders of founder shares may also elect to convert their shares
of Class B Common Stock into an equal number of shares of Class A Common Stock, subject to adjustment as provided above, at any
time.


 


With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and
directors and other persons or entities affiliated with our sponsor, 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 or (B) subsequent to
our initial business combination, (x) 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, or (y) the date on which we
complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of
our stockholders having the right to exchange their shares of common stock for cash, securities or other property.


 


Prior
to our initial business combination, only holders of our founder shares will have the right to vote on the election of directors.
Holders of our public shares will not be entitled to vote on the election of directors during such time. In addition, prior to
the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board
of directors for any reason. These provisions of our amended and restated memorandum and articles of association may only be amended
by a resolution passed by a majority of our Class B Common Stock. With respect to any other matter submitted to a vote of our
stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our
founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to
one vote.


 






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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
a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any,
capital requirements and general financial conditions subsequent to completion of a 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. 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.


 


Preferred
Stock


 


Our
Certificate of Incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our
board of directors is 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 is 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 antitakeover 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
on 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. No shares of preferred stock were issued or registered in our initial public offering.


 


Warrants


 


Public
Stockholders’ Warrants


 


Each
whole Warrant entitles the registered holder to purchase one whole share of our Class A Common Stock at a price of $11.50 per
share, subject to adjustment as discussed below, at any time commencing on the later of twelve months from the closing of our
initial public offering or 30 days after the completion of our initial business combination. Pursuant to the warrant agreement,
dated July 22, 2019, between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agreement”),
a Warrant holder may exercise its Warrants only for a whole number of shares of Class A Common Stock. You should review a copy
of the Warrant Agreement, which has been filed with the SEC, for a complete description of the terms and conditions applicable
to the warrants. This means that only a whole Warrant may be exercised at any given time by a Warrant holder. No fractional Warrants
will be issued upon separation of the Units and only whole Warrants will trade. Accordingly, unless you purchase at least four
Units, you will not be able to receive or trade a whole Warrant. The Warrants will expire five years after the completion of our
initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 






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We
will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a Warrant and will have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A
Common Stock underlying the Warrants is then effective and a prospectus relating thereto is current, subject to our satisfying
our obligations described below with respect to registration. No Warrant will be exercisable and we will not be obligated to issue
shares of Class A Common Stock upon exercise of a Warrant unless Class A Common Stock issuable upon such Warrant exercise has
been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder
of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to
a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire
worthless. In 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 twenty business days after the closing of our initial business
combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration,
under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Warrants. We will use our commercially
reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and
to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
of the Warrants in accordance with the provisions of the Warrant Agreement. Notwithstanding the above, if our Class A Common Stock
is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition
of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public
Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will
be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the
extent an exemption is not available.


 


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


 


		●	in
                                         whole and not in part;



 


		●	at
                                         a price of $0.01 per Warrant;



 


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



 


		●	if,
                                         and only if, the reported closing price of the Class A Common Stock equals or exceeds
                                         $18.00 per share for any 20 trading days within a 30-trading day period ending three
                                         business days before we send the notice of redemption to the Warrant holders.



 






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If
and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify
the underlying securities for sale under all applicable state securities laws.


 


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


 


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


 


		●	in
                                         whole and not in part;



 


		●	at
                                         $0.10 per Warrant upon a minimum of 30 days’ prior written notice of redemption
                                         provided that holders will be able to exercise their Warrants prior to redemption and
                                         receive that number of shares determined by reference to the table below, based on the
                                         redemption date and the “fair market value” of our Class A Common Stock except
                                         as otherwise described below;



 


		●	if,
                                         and only if, the last reported sale price of our Class A Common Stock equals or exceeds
                                         $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, reclassifications,
                                         recapitalizations and the like) on the trading day prior to the date on which we send
                                         the notice of redemption to the Warrant holders; and



 


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



 


The
numbers in the table below represent number of Class A Common Stock that a Warrant holder will receive upon exercise in connection
with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A Common
Stock on the corresponding redemption date (assuming holders elect to exercise their Warrants and such Warrants are not redeemed
for $0.10 per Warrant), determined based on the average of the last reported sales price for the 10 trading days ending on the
third trading day prior to the date on which the notice of redemption is sent to the Warrant holders, and the number of months
that the corresponding redemption date precedes the expiration date of the Warrants, each as set forth in the table below.


 






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The
stock prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares
issuable upon exercise of a Warrant is adjusted as set forth in the first three paragraphs under the heading “-Anti-dilution
Adjustments” below. The adjusted stock prices in the column headings will equal the stock prices immediately prior to such
adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately
prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted.
The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable
upon exercise of a Warrant.


 


	Redemption Date (period to 	 	Fair Market Value of Class A Common Stock	 
	expiration of Warrants)	 	 	10.00	 	 	 	11.00	 	 	 	12.00	 	 	 	13.00	 	 	 	14.00	 	 	 	15.00	 	 	 	16.00	 	 	 	17.00	 	 	 	18.00	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.365	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.365	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.365	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.365	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.365	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.364	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.364	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.364	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.364	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.364	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.364	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.364	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.364	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.363	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.363	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.363	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.362	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.362	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	–	 	 	 	–	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 





 


The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is
between two values in the table or the redemption date is between two redemption dates in the table, the number of Class A Common
Stock to be issued for each Warrant exercised will be determined by a straight-line interpolation between the number of shares
set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365
or 366-day year, as applicable. For example, if the average last reported sale price of our Class A Common Stock for the 10 trading
days ending on the third trading date prior to the date on which the notice of redemption is sent to the holders of the Warrants
is $11 per share, and at such time there are 57 months until the expiration of the Warrants, holders may choose to, in connection
with this redemption feature, exercise their Warrants for 0.277 Class A Common Stock for each whole Warrant. For an example where
the exact fair market value and redemption date are not as set forth in the table above, if the average last reported sale price
of our Class A Common Stock for the 10 trading days ending on the third trading date prior to the date on which the notice of
redemption is sent to the holders of the Warrants is $13.50 per share, and at such time there are 38 months until the expiration
of the Warrants, holders may choose to, in connection with this redemption feature, exercise their Warrants for 0.298 Class A
Common Stock for each whole Warrant. In no event will the Warrants be exercisable in connection with this redemption feature for
more than 0.365 Class A ordinary shares per Warrant. Finally, as reflected in the table above, if the Warrants are out of the
money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption by us pursuant to this
redemption feature, since they will not be exercisable for any shares of Class A Common Stock.



 






    10


     


    

 


This
redemption feature differs from the typical Warrant redemption features used in other blank check offerings, which typically only
provide for a redemption of Warrants for cash (other than the private placement warrants) when the trading price for the Class
A Common Stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all
of the outstanding Warrants (other than the private placement warrants) to be redeemed when the Class A Common Stock are trading
at or above $10.00 per share, which may be at a time when the trading price of our Class A Common Stock is below the exercise
price of the Warrants. We have established this redemption feature to provide us with the flexibility to redeem the Warrants without
the Warrants having to reach the $18.00 per share threshold set forth above under “-Redemption of Warrants for cash.”
Holders choosing to exercise their Warrants in connection with a redemption pursuant to this feature will, in effect, receive
a number of shares representing “fair value” for their Warrants based on a Black-Scholes option pricing model with
a fixed volatility input as of the date of the final prospectus relating to our initial public offering. This redemption right
provides us with an additional mechanism by which to redeem all of the outstanding Warrants, and therefore have certainty as to
our capital structure as the Warrants would no longer be outstanding and would have been exercised or redeemed and we will be
required to pay the redemption price to Warrant holders if we choose to exercise this redemption right and it will allow us to
quickly proceed with a redemption of the Warrants if we determine it is in our best interest to do so. As such, we would redeem
the Warrants in this manner when we believe it is in our best interest to update our capital structure to remove the Warrants
and pay the redemption price to the Warrant holders.


 


As
stated above, we can redeem the Warrants when the Class A Common Stock are trading at a price starting at $10.00, which is below
the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while
providing Warrant holders with the opportunity to exercise their Warrants on a cashless basis for the applicable number of shares.
If we choose to redeem the Warrants when the Class A Common Stock are trading at a price below the exercise price of the Warrants,
this could result in the Warrant holders receiving fewer Class A Common Stock than they would have received if they had chosen
to wait to exercise their Warrants for Class A Common Stock if and when such Class A Common Stock were trading at a price higher
than the exercise price of $11.50.


 


No
fractional Class A Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional
interest in a share, we will round down to the nearest whole number of the number of Class A Common Stock to be issued to the
holder. If, at the time of redemption, the Warrants are exercisable for a security other than the Class A ordinary shares pursuant
to the Warrant Agreement (for instance, if we are not the surviving company in our initial business combination), the Warrants
may be exercised for such security.


 






    11


     


    

 


Redemption
procedures and cashless exercise. 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 the difference between the exercise price of the Warrants and the “fair market value”
(defined below) by (y) the fair market value. The “fair market value” 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 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 (i) the number of shares
of Class A Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights
offering that are convertible into or exercisable for Class A Common Stock) multiplied by (ii) one (1) minus the quotient of (x)
the price per share of Class A Common Stock paid in such rights offering divided by (y) the fair market value. For these purposes
(i) if the rights offering is for securities convertible into or exercisable for Class A Common Stock, in determining the price
payable for Class A Common Stock, there will be taken into account any consideration received for such rights, as well as any
additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class
A Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the
shares of Class A Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to
receive such rights.


 






    12


     


    

 


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 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 our initial public
offering or which adversely affects the rights of holders of our Class A Common Stock, 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.


 


The
Warrants have been issued in registered form under the Warrant Agreement. 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 (1) vote for each share held
of record on all matters to be voted on by stockholders.


 






    13


     


    

 


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


 


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 saleable until 30 days after the completion of our initial business combination (except, among
other limited exceptions as described under the section of the final prospectus relating to our initial public offering entitled
“Principal Stockholders—Restrictions on 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. Otherwise, the private placement warrants have terms and provisions
that are identical to those of the Warrants being sold as part of the Units in our initial public offering, including as to exercise
price, exercisability and exercise period. If the private placement warrants are held by holders other than the 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 being sold in our initial public offering.


 


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 difference between the exercise price
of the Warrants and the fair market value by (y) the fair market value. The reason that we have agreed that these Warrants will
be exercisable on a cashless basis so long as they are held by the sponsor or 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 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 sponsor or an affiliate of
our sponsor 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.


 






    14


     


    

 


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 claims and losses 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
Certificate of Incorporation


 


Provisions
relating to our Initial Public Offering


 


Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to our initial public
offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without
the approval of the holders of 65% of our common stock. Our initial stockholders, who will collectively beneficially own 20% of
our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate
in any vote to amend our amended and restated certificate of incorporation and will have the discretion to vote in any manner
they choose. Specifically, our amended and restated certificate of incorporation provides, among other things, that:


 


		●	If
                                         we are unable to complete our initial business combination within 24 months from the
                                         closing of this offering, we will (i) cease all operations except for the purpose of
                                         winding up, (ii) 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 earned on the funds held in the trust account
                                         and not previously released to us to pay up to $1,000,000 of our working capital requirements
                                         as well as to pay our franchise and income 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;



 


		●	Prior
                                         to our initial business combination, we may not issue additional shares of capital stock
                                         that would entitle the holders thereof to (i) receive funds from the trust account or
                                         (ii) 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 our sponsor, our directors or our officers, we are not prohibited from
                                         doing so. In the event we enter into such a transaction, we, or a committee of independent
                                         directors, will obtain an opinion from an independent investment banking firm that is
                                         a member of FINRA or an independent accounting firm that such a business combination
                                         is fair to our company from a financial point of view;



 






    15


     


    

 


		●	If
                                         a stockholder vote on our initial business combination is not required by law and we
                                         do not decide to hold a stockholder vote for business or other legal 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;



 


		●	Our
                                         initial business combination must occur with one or more target businesses that together
                                         have an aggregate fair market value of at least 80% of our assets held in the trust account
                                         (excluding the deferred underwriting commissions and taxes payable on the income earned
                                         on the trust account) at the time of the agreement to enter into the initial business
                                         combination;



 


		●	If
                                         our stockholders approve an amendment to our amended and restated certificate of incorporation
                                         that would affect the substance or timing of our obligation to redeem 100% of our public
                                         shares if we do not complete our business combination within 24 months from the closing
                                         of this offering or which adversely affects the rights of holders of our Class A common
                                         stock, we will provide our public stockholders with the opportunity to redeem all or
                                         a portion of their shares of Class A 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 earned on the funds held in the trust account and not previously released
                                         to us to pay up to $1,000,000 of our working capital requirements as well as to pay our
                                         franchise and income taxes, 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 upon consummation of our initial business
combination.


 


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


 


We
have opted out of 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 the stockholder became 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;



 






    16


     


    

 


		●	upon
                                         consummation of the transaction that 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



 


		●	at
                                         or subsequent to that time, the business combination is approved by our board of directors
                                         and by the affirmative vote of holders of at least 662/3% of the
                                         outstanding voting stock that is not owned by the interested stockholder.



 


Generally,
a “business combination” includes a merger, asset or stock sale or certain other transactions resulting in a financial
benefit 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
certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder”
to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested
in acquiring our company to negotiate in advance with our board of directors because the stockholder approval requirement would
be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder
becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors
and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.


 


Our
Certificate of Incorporation provides that Centerview Capital Holdings LLC, the Sponsor and their respective affiliates, any of
their respective direct or indirect transferees of at least 15% of our outstanding common stock and any group as to which such
persons are party to, do not constitute “interested stockholders” for purposes of this provision.


 


Our
Certificate of Incorporation provides that our board of directors is classified into three classes of directors. As a result,
in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more
annual meetings.


 


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


 






    17


     


    

 


Exclusive
forum for certain lawsuits


 


Our
amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative
forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive
forum for any (1) derivative action or proceeding brought on behalf of our company, (2) action asserting a claim of breach of
a fiduciary duty owed by any director, officer, employee or agent of our company to our company or our stockholders, or any claim
for aiding and abetting any such alleged breach, (3) action asserting a claim against our company or any director or officer of
our company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws,
or (4) action asserting a claim against us or any director or officer of our company governed by the internal affairs doctrine
except for, as to each of (1) through (4) above, any claim (A) as to which the Court of Chancery 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, or (C) arising under the federal securities laws, including the Securities Act
as to which the Court of Chancery and the federal district court for the District of Delaware shall concurrently be the sole and
exclusive forums. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce any
liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of
America shall be the sole and exclusive forum. 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, the provision may have the effect of discouraging
lawsuits against our directors and officers. Furthermore, the enforceability of choice of forum provisions in other companies’
certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types
of provisions to be inapplicable or unenforceable.


 


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.


 


Advance
notice requirements for stockholder proposals and director nominations


 


Our
bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates
for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be
timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not
later than the close of business on the 90th day nor earlier than the open of business on the 120th day prior to the 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 certain
requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from
bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 


Action
by written consent


 


Subsequent
to the consummation of the offering, any action required or permitted to be taken by our common 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.


 






    18


     


    

 


Classified
Board of Directors


 


Our
board of directors is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered
three-year terms. The 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 and 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.


 


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 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 56,250,000 shares of common stock issued and outstanding. Of these shares, the 45,000,000 shares of Class A Common Stock
sold in our initial public offering 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 remaining
11,250,000 Class B Common Stock and all 7,333,333 private placement warrants are restricted securities under Rule 144, in that
they were issued in private transactions not involving a public offering. These restricted securities are subject to registration
rights as more fully described below under “—Registration and Stockholder Rights.”


 


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 (i) 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 (ii) 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 twelve months (or such shorter period as we were required to file reports) preceding the sale.


 






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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 common stock then outstanding, which equals 562,500
                                         shares immediately after our initial public offering; 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 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 materials required to
                                         be filed, as applicable, during the preceding twelve 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 initial stockholders will be able to sell their founder shares and our sponsor will be able to sell its private
placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business
combination.


 






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Registration
and Stockholder 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 and stockholder agreement, dated July 17, 2019, between the Company and certain security holders
(the “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 the majority 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
and stockholder 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 (i) 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 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, or (y) the date on which we complete a liquidation, merger, capital stock exchange,
reorganization or other similar transaction that results in all of our stockholders having the right to exchange their shares
of common stock for cash, securities or other property and (ii) in the case of the private placement warrants and the respective
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.


 


In
addition, pursuant to the Registration Rights Agreement, our sponsor, upon consummation of an initial business combination, will
be entitled to nominate three individuals for election to our board of directors.


 


 


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