Exhibit 4.5


 


DESCRIPTION OF THE
REGISTRANT’S SECURITIES


REGISTERED PURSUANT TO
SECTION 12 OF THE


SECURITIES EXCHANGE ACT
OF 1934


 


As
of April 15, 2021, Vistas Media Acquisition Company Inc. has three classes of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”): (1) our units; (2) our Class A common stock;
and (3) our warrants.


 


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


 


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


 


General





 


Pursuant
to our amended and restated certificate of incorporation, we are authorized to issue 380,000,000 shares of our Class A common stock and
20,000,000 shares of our Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each.


 


Description of Units


 


Public Units


 


Each
unit has an offering price of $10.00 and consists of one share of Class A common stock and one redeemable warrant. Each whole warrant
entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment
as described in our prospectus (the “Prospectus”). Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of the shares of Company’s Class A common stock. This means only a whole warrant
may be exercised at any given time by a warrant holder. For example, if a warrant holder holds one-half of one warrant to purchase
a share of Class A common stock, such warrant will not be exercisable. If a warrant holder holds two-halves of one warrant, such
whole warrant will be exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment as
described in the Prospectus.


Private Placement Units


 


The
private placement units (including the private placement shares, the private placement warrants and the shares of Class A common
stock issuable upon exercise of such warrants) are identical to the units sold in the initial public offering (the “Public
Offering”) except that (a) they will not be transferable, assignable or salable until 30 days after the completion
of our initial business combination (except, among other limited exceptions as described in the Prospectus, to our officers and directors
and other persons or entities affiliated with our sponsor), (b) so long as they are held by members of our sponsor, I-Bankers or
their permitted transferees the private placement warrants (i) will not be redeemable by us and (ii) may be exercised by the
holders on a cashless basis, and (c) they will be entitled to registration rights, as described below.






     


     


    




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 working
capital loans may be convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender.
Such units would be identical to the private placement units, including as to exercise price, exercisability and exercise period of the
underlying warrants. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any,
have not been determined and no written agreements exist with respect to such loans.


 


In
addition, holders of our private placement units are entitled to certain registration rights. Notwithstanding the foregoing, I-Bankers may
not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective
date of the registration statement of which the Prospectus forms a part and may not exercise its demand rights on more than one occasion.


 


Description
of Class A Common Stock


 


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


 


Because
our amended and restated certificate of incorporation authorizes the issuance of up to 380,000,000 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 initial business combination. Our board
of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those
directors appointed prior to our first annual meeting of stockholders) serving a three-year term.


 


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






     


     


    

 


We
will provide our public 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
calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds
held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares,
subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share (subject
to increase of up to an additional $0.20 per share in the event that our sponsor elects to extend the period of time to consummate a
business combination by the full six months, as described in more detail in the Prospectus). The per share amount we will distribute
to stockholders who properly exercise their redemption rights will not be reduced by the fee payable to I-Bankers pursuant to the
business combination marketing agreement. See the section entitled “Underwriting — Business Combination Marketing Agreement.”
Our initial stockholders, sponsor, officers and directors have entered into written agreements with us, pursuant to which they have agreed
to waive their redemption rights with respect to any founder shares, private placement shares and public shares they hold in connection
with the completion of our initial business combination. Unlike many special purpose acquisition 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 our
amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender
offer documents with the SEC prior to completing our initial business combination. Our amended and restated certificate of incorporation
requires these tender offer documents to contain substantially the same financial and other information about our 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 special purpose
acquisition 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
shares of common stock voted are voted in favor of our initial business combination. However, the participation of our sponsor, officers,
directors, advisors or their affiliates in privately-negotiated transactions (as described in the Prospectus), if any, could result
in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention to
vote, against such initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common
stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.


 


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 Excess Shares, without
our prior consent. 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 our initial business combination. And, as a result, such stockholders will continue
to hold that number of shares exceeding 20% and, in order to dispose of such shares would be required to sell their shares in open market
transactions, potentially at a loss.


 


If
we seek stockholder approval in connection with our initial business combination, I-Bankers, our initial stockholders, sponsor, officers
and directors have agreed to vote any founder shares, representative shares and private placement shares they hold and any public shares
purchased during or after the Public Offering in favor of our initial business combination. As a result, we would need 3,585,001, or
35.9%, of the 10,000,000 public shares sold in the Public Offering to be voted in favor of an initial business combination in order to
have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised).
Additionally, each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed
transaction.


 






     


     


    




Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 12 months
from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if we extend the period of time
to consummate a business combination by the full amount of time, as described in more detail in the Prospectus), 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, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less
up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims
of creditors and the requirements of other applicable law. I-Bankers and our initial stockholders have entered into agreements with
us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their
founder shares, private placement shares and representative shares if we fail to complete our initial business combination within 12 months
from the closing of the Public Offering (or up to 18 months from the closing of the Public Offering if we extend the period of time
to consummate a business combination by the full amount of time, as described in more detail in the Prospectus) or any extended period
of time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate
of incorporation. However, if I-Bankers or our initial stockholders or management team acquire public shares in or after the 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 initial business combination within the prescribed time period.


 


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 shares, 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 public stockholders with the opportunity
to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then
outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.

 


Description of Class B
Common Stock


 


The
founder shares are designated as Class B common stock and, except as described below, are identical to the shares of Class A
common stock included in the units being sold in the 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 initial stockholders, 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 public shares they hold in connection
with the completion of our initial business combination, (B) to waive their redemption rights with respect to any founder shares
and public shares they hold in connection with a stockholder vote to approve an amendment to our amended and restated certificate of
incorporation to modify the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an initial
business combination within 12 months (or up to 18 months) from the closing of the Public Offering or with respect to any other
material provisions relating to stockholders’ rights or pre-initial business combination activity and (C) to waive their
rights to liquidating distributions from the trust account with respect to any founder shares they hold if we fail to complete our initial
business combination within 12 months (or up to 18 months) from the closing of the Public Offering or any extended period of
time that we may have to consummate an initial business combination as a result of an amendment to our amended and restated certificate
of incorporation, although they will be entitled to liquidating distributions from the trust account with respect to any public shares
they hold if we fail to complete our initial business combination within such time period, and (iii) the founder shares are automatically
convertible into shares of Class A common stock concurrently with or immediately following the consummation of our initial business
combination on a one-for-one basis, subject to adjustment as described herein and in our amended and restated certificate of incorporation.
If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their
founder shares and any public shares purchased during or after the Public Offering in favor of our initial business combination.


 






     


     


    




 


The founder
shares will automatically convert into shares of Class A common stock concurrently with or immediately following the consummation
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 connection with our initial business combination, the number
of shares of Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis,
20% of the total number of shares of Class A common stock outstanding after such conversion (after giving effect to any redemptions
of shares of Class A common stock by public stockholders and without giving effect to the private placements), including the total
number of shares of Class A common stock issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities
or rights issued or deemed issued, by the company in connection with or in relation to the consummation of the initial business combination,
excluding any shares of Class A common stock or equity-linked securities or rights exercisable for or convertible into shares
of Class A common stock issued, or to be issued, to any seller in the initial business combination and any private placement units
issued to our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares
will never occur on a less than one-for-one basis.


 


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 will be subject to the same transfer restrictions) until the earlier
of (A) one year after the completion of our initial business combination or earlier if, subsequent to our initial business combination,
the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination, and (B) the date following the completion of our initial business combination on which we
complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the
right to exchange their Class A common stock for cash, securities or other property. Up to 375,000 founder shares will be forfeited
by our sponsor depending on the exercise of the underwriters’ over-allotment option.




 


Description of Preferred Stock


 


Our
amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares of preferred
stock may be issued from time to time in one or more series. Our board of directors will be 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 will be able to, without stockholder approval,
issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders
of the common stock and could have anti-takeover effects. The ability of our board of directors to issue shares of 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 shares outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred
stock, we cannot assure you that we will not do so in the future. No shares of preferred stock are being issued or registered in the
Public Offering.



 


Description of Warrants


 


	1.	Public Stockholders’ Warrants


 


Each
warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share (or such lower
price as we may determine pursuant to the terms of the warrant agreement), subject to adjustment as discussed below, at any time commencing
on the later of 12 months from the closing of the Public Offering and 30 days after the completion of our initial business
combination, provided in each case that we have an effective registration statement under the Securities Act covering the shares of Class A
common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise
their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified
or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire
five years after the completion of our initial business combination, at 5:00 p.m., New York City time (or such later date as we
may determine pursuant to the terms of the warrant agreement), or earlier upon redemption or liquidation.


 






     


     


    

 


We will not
be obligated to deliver any 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 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 a share of Class A common stock upon
exercise of a warrant unless the share of 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 fifteen (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 for the registration, under the Securities Act, of the Class A common
stock issuable upon exercise of the warrants. We will use our best efforts to cause the same to become effective 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. If a registration statement covering the shares of Class A common stock issuable upon exercise
of the warrants is not effective by the sixtieth (60th) business day after the closing of our initial business combination,
warrant holders 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 are at the time of any exercise
of a warrant not listed on a national securities exchange such that they satisfy 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 best
efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.


Redemption


 


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


 


		•	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 closing price of the common stock equals
or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like and
for certain issuances of Class A common stock and equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination as described elsewhere in the Prospectus) for any 20 trading days within a 30-trading day period
ending three business days before we send to the notice of redemption to the warrant holders.



 


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




     


     


    




We have established the
last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium
to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant
holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A
common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like and for certain issuances of Class A common stock and equity-linked securities for capital raising
purposes in connection with the closing of our initial business combination as described elsewhere in the Prospectus) as well as the
$11.50 warrant exercise price after the redemption notice is issued.


 


Redemption
procedures



 


If we call
the warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise his,
her or 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 Class A common stock underlying the warrants, multiplied by the excess of the “fair market value”
of our Class A common stock (defined below) over the exercise price of the warrants by (y) the fair market value. The “fair
market value” will mean the average closing price of the Class A common stock for the 10 trading days ending on the third
trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage
of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common
stock to be received upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless
exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption.
We believe this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial
business combination. If we call our warrants for redemption and our management does not take advantage of this option, the holders of
the private placement warrants 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 warrant holders would have been required to use had all
warrant holders been required to exercise their warrants on a cashless basis.


 


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 Class A common stock outstanding immediately after giving effect to such exercise.


 


If
the number of outstanding shares of Class A common stock is increased by a share capitalization payable in shares of Class A
common stock, or by a split-up of common stock or other similar event, then, on the effective date of such share capitalization,
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 common stock. A rights offering to holders of common stock entitling holders
to purchase Class A common stock at a price less than the fair market value will be deemed a share capitalization 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) the quotient of (x) the price per share of Class A common stock paid in such rights
offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or
exercisable for shares of 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 shares 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 Class A common stock trades 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 Class A common stock (or other securities 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, or (d) 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 Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of Class A
common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share 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 the 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 an issue price or effective issue 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 initial stockholders or their affiliates, without taking into account any founder shares
held by our initial stockholders or such affiliates, as applicable, prior to such issuance) (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 volume weighted average trading price of our Class A common stock during the 20 trading day period starting on
the trading day after the day on which we consummate our initial business combination (such price, 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, and the $18.00 per share redemption trigger price described in the Prospectus.


 


In case of
any reclassification or reorganization of the outstanding Class A common stock (other than those described above or that solely
affects the par value of such Class A common stock), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or
reorganization of our outstanding Class A common stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the Class A common stock immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of Class A common stock or other securities or property (including cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less
than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of
Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder
of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise
price will be reduced as specified in the warrant agreement based on the Black-Scholes Warrant Value (as defined in the warrant
agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when
an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise
do not receive the full potential value of the warrants.




     


     


    




The warrants will be issued
in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The
warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct
any defective provision, and that all other modifications or amendments will require the vote or written consent of the holders of at
least 50% of the then outstanding public warrants, and, solely with respect to any amendment to the terms of the private placement warrants,
a majority of the then outstanding private placement warrants. You should review a copy of the warrant agreement, which will be filed
as an exhibit to the registration statement of which the Prospectus is a part, for a complete description of the terms and conditions
applicable to the 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 common
stock and any voting rights until they exercise their warrants and receive Class A common stock. After the issuance 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.


 


	2.	Private Placement Warrants


 


The
private placement warrants (including the Class A common stock issuable upon exercise of the private placement warrants) will not
be transferable, assignable or salable until 30 days after the completion of our initial business combination (except, among other
limited exceptions as described under the section of the Prospectus entitled “Principal Stockholders — Restrictions
on Transfers of Founder Shares and Private Placement Securities,” 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, I-Bankers (and/or its designees)
or their permitted transferees. Our sponsor, I-Bankers (and/or its designees) and their permitted transferees, have the option to
exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and
provisions that are identical to those of the warrants being sold as part of the units in the Public Offering, including as to exercise
price, exercisability and exercise period. If the private placement warrants are held by holders other than our sponsor, I-Bankers (and/or
its designees) or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders
on the same basis as the warrants included in the units being sold in the Public Offering.


 


In
addition, for as long as the private placement warrants are held by I-Bankers or its designees or affiliates, they may not be exercised
after five years from the effective date of the registration statement of which the Prospectus forms a part.


 


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” (defined below) by (y) the fair market value. The “fair market value”
shall mean the average reported last 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 warrant exercise is sent to the warrant agent. The reason that we have agreed that these
warrants will be exercisable on a cashless basis so long as they are held by our sponsor, I-Bankers (and/or its designees) or their
permitted transferees is because it is not known at this time whether they will be affiliated with us following an initial business combination.
If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to
have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods
of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession
of material non-public information. Accordingly, unlike public stockholders who could 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 working capital loans may be
convertible into private placement-equivalent units at a price of $10.00 per unit at the option of the lender. Such units would
be identical to the private placement units, including as to exercise price, exercisability and exercise period of the underlying warrants.
The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have not been determined
and no written agreements exist with respect to such loans.


 






     


     


    

 


In
addition, holders of our private placement warrants are entitled to certain registration rights.


 


Our
sponsor and I-Bankers (and/or its designees) have agreed not to transfer, assign or sell any of the private placement units (including
the underlying securities and the Class A common stock issuable upon exercise of any of the private placement warrants) until the
date that is 30 days after the date we complete our initial business combination, except that, among other limited exceptions as
described in the Prospectus made to our officers and directors and other persons or entities affiliated with our sponsor.





 


Representative Warrants


 


We granted to I-Bankers (and/or
its designees) 500,000 warrants exercisable at $12.00 per share (or an aggregate exercise price of $6,000,000 (or $6,900,000 if the underwriters’
over-allotment option is exercised in full)) upon the closing of the Public Offering. The warrants may be exercised for cash or on
a cashless basis, at the holder’s option, at any time during the period commencing on the later of the first anniversary of the
effective date of the registration statement of which the Prospectus forms a part and the closing of our initial business combination
and terminating on the fifth anniversary of such effectiveness date. Notwithstanding anything to the contrary, I-Bankers has agreed
that neither it nor its designees will be permitted to exercise the warrants after the five-year anniversary of the effective date
of the registration statement of which the Prospectus forms a part. The warrants and such shares purchased pursuant to the warrants have
been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the
date of the effectiveness of the registration statement of which the Prospectus forms a part pursuant to FINRA Rule 5110(g)(1). Pursuant
to FINRA Rule 5110(g)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any
hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person
for a period of 180 days immediately following the effective date of the registration statement of which the Prospectus forms a part
except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The warrants grant
to holders certain registration rights with respect to the registration under the Securities Act of the shares of Class A common
stock issuable upon exercise of the warrants. The exercise price and number of shares of Class A common stock issuable upon exercise
of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or our recapitalization, reorganization,
merger or consolidation. However, the warrants will not be adjusted for issuances of shares of Class A common stock at a price below
its exercise price. We will have no obligation to net cash settle the exercise of the warrants. The holder of the warrants will not be
entitled to exercise the warrants for cash unless a registration statement covering the securities underlying the warrants is effective
or an exemption from registration is available.