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 January 27, 2021, Clarim
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-third of one redeemable warrant (as defined below),
with each whole warrant entitling the holder thereof to purchase one share of Class A common stock (ii) its Class A common stock, $0.0001
par value per share (the “Class A common stock”), and (iii) its public 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 340,000,000 shares of
common stock, including 320,000,000 shares of Class A common stock and 20,000,000 shares of Class B common
stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description
summarizes the material terms of our capital stock 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, our bylaws and our warrant agreement, each of
which is incorporated by reference as an exhibit to our Annual Report on Form 10-K for the year ended December 31, 2020 (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 Company’s Annual Report
on Form 10-K for the year ended December 31, 2020 (the “Report”).


 


Units


 


Each
unit consists of one share of Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder
thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in
this Report. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only
whole warrants will trade.


 


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
record of the Class A common stock and holders of record of the Class B common stock will vote together as a single
class on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote
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 and directors have entered into a letter agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public
shares held by them in connection with the completion of our initial business combination.


 


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 15% 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. And,
as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares
would be required to sell their stock in open market transactions, potentially at a loss.


 






     


     


    

 


In
the event of a liquidation, dissolution or winding up of the Company after an initial business combination, our stockholders are
entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision
is made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other
subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders
with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount
then on deposit in the trust account, including interest (which will be net of taxes paid by us) upon the completion of our initial
business combination, subject to the limitations described in the 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 February 2, 2022 and 30 days after the completion
of our initial business combination. Pursuant to the warrant agreement, a warrantholder may exercise its warrants only for a whole
number of Class A common stock.


 


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


 


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business
combination, we will use our best efforts to file with the SEC a registration statement registering the issuance of the shares
of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become effective
and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed,
as specified in the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon
exercise of the warrants is not effective by the 60th business day after the closing of our initial business combination
or within a specified period following the consummation of our initial business combination, warrantholders may, until such time
as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” pursuant to the exemption provided by Section 3(a)(9) of the
Securities Act; provided that such exemption is available. If that exemption, or another exemption, is not available, holders
will not be able to exercise their warrants on a cashless basis.


 


Redemption
of warrants when the price per share of Class A common stock equals or exceeds $18.00.


 


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


 


		●	in
whole and not in part;



 


		●	at
a price of $0.01 per warrant;



 


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



 


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



 


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


 






    2


     


    

 


Redemption
of warrants when the price per share of Class A common stock equals or exceeds $10.00.


 


Once
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 on a cashless basis 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” (as defined below) of our Class A
common stock except as otherwise described below;



 


		●	if,
and only if, the closing price of our Class A common stock equals or exceeds $10.00 per public share (as adjusted for adjustments
to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day
period ending three trading days before we send the notice of redemption to the warrant holders; and



 


		●	if
the closing price of our Class A common stock for any 20 trading days within a 30-trading day period ending three trading
days before we send notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to
the number of shares issuable upon exercise or the exercise price of a warrant), the private placement warrants must also be concurrently
called for redemption on the same terms as the outstanding public warrants, as described above.



 


Beginning
on the date the notice of redemption is given until the warrants are redeemed or exercised, holders may elect to exercise their
warrants on a cashless basis. The numbers in the table below represent the number of shares of Class A common stock that
a warrant holder will receive upon such cashless 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 for these purposes based
on volume weighted average price of our Class A common stock during the ten trading days immediately following the date on
which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption
date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with
the final fair market value no later than one business day after the 10-trading day period described above ends. Pursuant
to the warrant agreement, references above to Class A common stock shall include a security other than Class A common
stock into which the Class A common stock have been converted or exchanged for in the event we are not the surviving company
in our initial business combination. The numbers in the table below will not be adjusted when determining the number of shares
of Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial
business combination.


 


The
share 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 or the exercise price of a warrant is adjusted as set forth under the heading “—
Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted
share prices in the column headings will equal the share price 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. If the exercise price of a warrant is adjusted, (a) in the case of an adjustment pursuant to the fifth paragraph
under the heading “— Anti-dilution Adjustments” below, the adjusted share prices in the column headings
will equal the unadjusted share price multiplied by a fraction, the numerator of which is the higher of (i) the volume weighted
average trading price of the company’s common stock during the 20 trading day period starting on the trading day prior to
the day on which the company consummates its initial business combination (such price, the “Market Value”) and (ii)
the Newly Issued Price as defined under the heading “— Anti-dilution Adjustments” below, and the denominator
of which is $10.00 and (b) in the case of an adjustment pursuant to the second paragraph under the heading “—
Anti-dilution Adjustments” below, the adjusted share prices in the column headings will equal the unadjusted share
price less the decrease in the exercise price of a warrant pursuant to such exercise price adjustment.


 






    3


     


    

 


	Redemption
    Date

    (period to expiration of warrants)	 	Fair
    Market Value of Class A Common Stock	 
	<10.00	 	11.00	 	12.00	 	13.00	 	14.00	 	15.00	 	16.00	 	17.00	 	>18.00	 
	60
    months	 	0.261	 	0.281	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361	 
	57
    months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.361	 
	54
    months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.361	 
	51
    months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.361	 
	48
    months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.361	 
	45
    months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.361	 
	42
    months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.361	 
	39
    months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.361	 
	36
    months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.361	 
	33
    months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.361	 
	30
    months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.361	 
	27
    months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.361	 
	24
    months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.361	 
	21
    months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.361	 
	18
    months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.361	 
	15
    months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.361	 
	12
    months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.361	 
	9
    months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.361	 
	6
    months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.361	 
	3
    months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361	 
	0
    months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361	 


 


The
exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is
between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of Class A
common stock to be issued for each warrant 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 volume weighted average price of our Class A common stock
during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants
is $11.00 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 volume weighted
average price of our Class common stock during the 10 trading days immediately following 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 on a cashless basis in connection with this
redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment). 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.


 


Holders
choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number
of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of this Report. 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.


 






    4


     


    

 


No
fractional shares of 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 shares
of Class A common stock 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. At such time as the warrants become exercisable for a
security other than the Class A common stock, the Company (or surviving company) will use its commercially reasonable efforts
to register under the Securities Act the security issuable upon exercise of the warrants.


 


Redemption
Procedures


 


If
we call the warrants for redemption for cash as described above, our management will have the option to require any holder that
wishes to exercise its warrant to do so on a cashless basis. In determining whether to require all holders to exercise their warrants
on a cashless basis, our management will consider, among other factors, our cash position, the number of warrants that are outstanding
and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon
the exercise of our warrants. If our management takes advantage of this option, all holders of warrants would pay the exercise
price by surrendering their warrants for that number of shares of Class A common stock equal to the lesser of (i) the quotient
obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants multiplied
by and the excess of the “fair market value” (defined below) over the exercise price of the warrants by (y) the
fair market value and (ii) 0.361 per whole warrant. 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 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.


 


Anti-Dilution and Other Adjustments


 


The warrant agreement includes
an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A common stock in
the Business Combination is payable in the form of common stock in the successor entity, and if the holders of warrants properly exercises
the warrants within thirty days following the public disclosure of the consummation of the Business Combination by the Company, the warrant
price shall be reduced by an amount (but in no event less than zero) equal to the difference of (i) the warrant price in effect prior
to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined
below). The “Black-Scholes Warrant Value” means the value of a warrant immediately prior to the consummation of the Business
Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration”
means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per share of
common stock, and (ii) in all other cases, the amount of cash per share of common stock, if any, plus the volume weighted average price
of the common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business
Combination


 


If
the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A
common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date
of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise
of each warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights
offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price
less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the
product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under
any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock)
and (ii) one minus the quotient of (x) the price per share of Class A common stock paid in such rights offering
divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into
or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken
into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion
and (ii) fair market value means the volume weighted average price of Class A common stock as reported during the 10
trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on
the applicable exchange or in the applicable market, regular way, without the right to receive such rights.


 


In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock
(or other shares of our capital stock into which the warrants are convertible), other than (a) as described above, (b) certain
ordinary cash dividends, (c) to satisfy the redemption rights of the holders of Class A common stock in connection with
a proposed initial business combination, (d) to satisfy the redemption rights of the holders of Class A common stock
in connection with a stockholder vote to amend our amended and restated certificate of incorporation (i) to modify the substance
or timing of our obligation to provide for the redemption of our public shares in connection with an initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing
of this offering or (ii) with respect to any other material provisions relating to stockholders’ rights or pre-initial business
combination activity, 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.


 






    5


     


    

 


If
the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock
split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable
on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.


 


Whenever
the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above,
the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by
a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise
of the warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A
common stock so purchasable immediately thereafter.


 


In
addition, if (x) we issue additional shares of Class A common stock or equity-linked securities for capital raising purposes
in connection with the closing of our initial business combination at a price of less than $9.20 per share of Class A common stock
(with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any
such issuance to our sponsor or its affiliates, without taking into account any founder shares held by our sponsor or such affiliates,
as applicable, prior to such issuance) (such price, the “Newly Issued Price”), (y) the aggregate gross proceeds from
such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the Market
Value is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115%
of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to
the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption
trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 


The
warrants will be issued in registered form under a warrant agreement between Continental, as warrant agent, and us. You should
review a copy of the warrant agreement, which was filed 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 mistake, including to conform the provisions of the warrant agreement
to the description of the terms of the warrants and the warrant agreement set forth in this report, or to 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 and, solely with respect to any amendment
to the terms of the private placement warrants, a majority of the then outstanding private placement warrants.


 


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


 


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


 




    6