Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 13, 2021, Growth
Capital Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following three
classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
(i) its units, consisting of one share of Class A common stock (as defined below) and one-half
of one redeemable warrant (as defined below) with each whole warrant entitling the holder thereof to purchase one share of Class A common
stock (the “units”), (ii) its Class A common stock, $0.0001 par value per share (“Class A common stock”), and
(iii) its warrants, with each whole warrant exercisable for one share of Class A common stock for $11.50 per share (the “warrants”).

 


Pursuant to our amended and restated certificate
of incorporation, our authorized capital stock consists of 110,000,000 shares of common stock, including 100,000,000 shares of Class A
common stock, $0.0001 par value and 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated
preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock and does not purport
to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated certificate of incorporation
and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K/A for the year ended
March 31, 2021 (the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used herein
but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each Unit consists of one
whole share of Class A common stock and one-half 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. Pursuant to the warrant agreement, a warrantholder may exercise
its warrants only for a whole number of shares of Class A common stock.


 


Class A Common Stock


 


Common stockholders of record are entitled to one vote for each share
held on all matters to be voted on by stockholders. Holders of the Class A common stock and holders of the Class B common stock will vote
together as a single class on all matters submitted to a vote of our stockholders, except as required by law. There is no cumulative voting
with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors
can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefor.


 


We will provide our stockholders with the opportunity
to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial
business combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes,
divided by the number of then outstanding public shares, subject to the limitations described herein. Our sponsor, officers, directors
and Nautilus 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. HB Strategies
has agreed to the foregoing terms except that it will not waive redemption rights with respect to its public shares.


 






     


     


    

 


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 Exchange
Act), will be restricted from redeeming its shares with respect to more than an aggregate of 25% 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 initial business combination. Our stockholders’ inability
to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders
could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will
not receive redemption distributions with respect to the Excess Shares if we complete the initial business combination. As a result, such
stockholders will continue to hold that number of shares exceeding 25% and, in order to dispose such shares would be required to sell
their stock in open market transactions, potentially at a loss.


 


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


  


Redeemable 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 our initial public offering or 30 days after the completion of our initial business
combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole number of shares of Class A
common stock.


 


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 with respect to the shares of Class A common stock underlying the warrants is then effective and a
prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No warrant
will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common
stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state
of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are
not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may
have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement
is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for
the unit solely for the share of Class A common stock underlying such unit.


  


We have agreed that as soon as practicable,
but in no event later than 15 business days after the closing of our initial business combination, we will use our commercially
reasonable best efforts to file with the SEC a registration statement covering the shares of Class A common stock issuable upon
exercise of the warrants, to cause such registration statement to become effective within 60 business days after the closing of our
initial business combination, and to maintain a current prospectus relating to those shares of Class A common stock until the
warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A
common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of our initial
business combination, warrantholders may, until such time as there is an effective registration statement and during any period when
we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in
accordance with Section 3(a)(9) of the Securities Act or another exemption. 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, and in the event
we do not so elect, we will use our commercially reasonable best efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available.


  






     


     


    

 


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


 


	 	·	in whole and not in part;


 


	 	·	at a price of $0.01 per warrant;


 


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


 


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


 


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


 


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 volume weighted average last reported sale price
of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption
is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information
necessary to calculate the number of shares of Class A common stock to be received upon exercise of the warrants, including the “fair
market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby
lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from
the exercise of the warrants after our initial business combination. If we call our warrants for redemption and our management does not
take advantage of this option, our initial stockholders and their permitted transferees would still be entitled to exercise their private
placement warrants for cash or on a cashless basis using the same formula described above that other warrantholders would have been required
to use had all warrantholders been required to exercise their warrants on a cashless basis, as described in more detail below.


  


A holder of a warrant may notify us in writing
in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent
that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual
knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class A common
stock outstanding immediately after giving effect to such exercise.


 






     


     


    

 


The warrants will be issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of
the warrant agreement, which was filed as an exhibit with the Registration Statement, for a complete description of the terms and conditions
applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder
to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then
outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.