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 31, 2021, CF
Acquisition Corp. VII (“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 (the “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 (“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 200,000,000 shares of common stock, including 160,000,000 shares
of Class A common stock and 40,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred
stock, $0.0001 par value. The number of authorized shares of any class of common stock may be increased or decreased (but not below the
number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the shares of common stock of the corporation
entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law (or any successor
provision thereto). 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, 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 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 the Report. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock.


 


Class A Common Stock


 


Except
as set forth in the following sentence, common stockholders of record are entitled to one vote for each share held on all matters to be
voted on by stockholders. Holders of our Class B common stock will have the right to elect all of our directors prior to the consummation
of our initial business combination. On any other matter submitted to a vote of our stockholders, holders of our Class B common stock
and holders of our Class A common stock will vote together as a single class, except as required by applicable law or stock exchange rule.
The provisions of the Charter providing holders of our Class B common stock to elect all of our directors prior to the consummation of
our initial business combination may only be amended if approved by at least 90% of our common stock voting at a stockholder meeting.
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. The sponsor and our 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, the Charter will provide 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 the initial public offering, (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 such shares 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 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 30 days after the completion of our initial business combination. Pursuant to
the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock.


 


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
registered the shares of Class A common stock issuable upon exercise of the warrants in the registration statement for our initial public
offering because the warrants will become exercisable 30 days after the completion of our initial business combination, which may be within
one year of such initial public offering. However, because the warrants will be exercisable until their expiration date of up to five
years after the completion of our initial business combination, in order to comply with the requirements of Section 10(a)(3) of the Securities
Act following the consummation of our initial business combination, 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 post-effective amendment to our registration statement from our initial public offering or a new registration statement,
under the Securities Act, covering the shares of Class A common stock issuable upon exercise of the warrants, and we will use our commercially
reasonable best efforts to cause the same to become effective within 60 business days after the closing of our initial business combination,
and to maintain the effectiveness of such registration statement and 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, 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 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 to each warrant holder; 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 commencing once the warrants become exercisable and ending three trading days before we send the notice of redemption to the warrant holders.


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 the initial public offering, but may elect to redeem the warrants
even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.


 


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.


 


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
have certain anti-dilution and adjustments rights upon certain events.


 


The warrants
are 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 as an exhibit to the registration statement for our initial public offering, 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, 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 the registration statement for the initial
public offering, but requires the approval by the holders of a majority of the then outstanding warrants to make any change that adversely
affects the interests of the registered holders of warrants.


 


In addition,
if (x) we issue additional shares or equity-linked securities for capital raising purposes in connection with the closing of our initial
business combination (not including any securities to be issued pursuant to the FPA) at an issue
price or effective issue price of less than $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions,
reorganizations, recapitalizations and the like) 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,
private placement units or forward purchase units (or securities underlying such private placement units or forward purchase units) held
by such holder or 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 shares during the 20 trading day period
starting on the trading day prior to the day on which we consummate our initial business combination (such price, the “Market Value”)
is below $9.20 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations
and the like), then the exercise price of each warrant will be adjusted (to the nearest cent) such that the effective exercise price per
full share will 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 above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued
Price. This may make it more difficult for us to consummate an initial business combination with a target business.


 


The warrants
may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with
the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the
exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants
being exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until
they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise
of the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.


 


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