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, JOFF
Fintech 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 (the “units”), (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 115,000,000 shares of common stock, including 100,000,000
shares of Class A common stock, $0.0001 par value and 15,000,000 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, 2021 (the “Report”) of which this Exhibit 4.5 is a part.


 


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


 


Units


 


Each unit consists of one whole
share of Class A common stock and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one share
of our Class A common stock at a price of $11.50 per share. Warrants must be exercised for one whole share of Class A common
stock.


 


Class A Common Stock


 


Holders of the Class A
common stock and Class B common stock of record are entitled to one vote for each share held on all matters to be voted on by stockholders
and will vote together as a single class, except as required by applicable law or the rules of Nasdaq then in effect; provided, that holders
of our Class B common stock will have the right to elect all of our directors prior to our initial business combination and holders
of our Class A common stock will not be entitled to vote on the election of directors during such time. These provisions of our amended
and restated certificate of incorporation may only be amended if approved by holders of at least 90% of our outstanding common stock entitled
to vote thereon. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than
50% of the founder shares voted for the election of directors can elect all of the directors prior to our initial business combination.
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 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. 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 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 our initial public offering, which we refer to as the “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 the business combination. 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 a business combination, our stockholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and after provision is made for each class of stock, if any, having preference
over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable
to the common stock, except that we will provide our stockholders with the opportunity to redeem their public shares for cash equal to
their pro rata share of the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes, 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 9, 2022 and 30 days after the completion of our initial business
combination. A warrant holder may exercise its warrants only for a whole number of share 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 covering the issuance of 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 for cash or on a cashless basis, and we will not be obligated to issue
any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of the exercising holder, or an exemption is available. 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 registering the issuance under the Securities Act, of the shares
of Class A common stock issuable upon exercise of the warrants. We will use our 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 thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement.
Notwithstanding the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act,
we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a
registration statement, but will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an
exemption is not available.


 


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


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;
	 	 	 



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



		●	if, and only if, the last reported sale price of shares 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 on the third trading day prior to the date we send to the
notice of redemption to the warrant holders.



 






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If and when the warrants become
redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale
under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise
unable to exercise their warrants.


 


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 dividends, reorganizations, recapitalizations
and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.


 


Redemption of warrants for
Class A common stock. Commencing ninety days after the warrants become exercisable, we may redeem the
outstanding warrants:


 


		●	in whole and not in part;
	 	 	 



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



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



		●	if, and only if, the private placement warrants are also
concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding public warrants,
as described above; and
	 	 	 



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



 


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


 


Pursuant to the warrant agreement,
references above to Class A common stock include a security other than Class A common stock into which the Class A common
stock has 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.


 






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


 


	Redemption Date	 	Fair Market Value of Class A Common Stock	 
	(period to expiration of warrants)	 	≤$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	 	 	 	0.348	 	 	 	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 average last reported sale price of our Class A common stock for the 10 trading days ending on the third trading date prior
to the date on which the notice of redemption is sent to the holders of the warrants is $11.00 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 average last reported sale price of our Class A common stock for the 10 trading days ending
on the third trading date prior to the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share,
and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature,
exercise their warrants for 0.361 Class A common stock for each whole warrant. In no event will the warrants be exercisable in connection
with this redemption feature for more than 0.365 shares of Class A common stock per warrant. Finally, as reflected in the table above,
if the warrants are out of the money and about to expire, they cannot be exercised on a cashless basis in connection with a redemption
by us pursuant to this redemption feature, since they will not be exercisable for any shares of Class A common stock.


 






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This redemption feature differs
from the typical warrant redemption features used in other blank check offerings, which typically only provide for a redemption of warrants
for cash (other than the private placement warrants) when the trading price for the Class A common stock exceeds $18.00 per share
for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when
the Class A common stock is trading at or above $10.00 per share, which may be at a time when the trading price of our Class A
common stock is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility
to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “— Redemption
of warrants for cash.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will,
in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date
of this prospectus. 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 is 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 is trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer
Class A common stock than they would have received if they had chosen to wait to exercise their warrants for Class A common
stock if and when such Class A common stock were trading at a price higher than the exercise price of $11.50.


 


No fractional 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.


 


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


 






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


 


Anti-dilution
Adjustments. The warrants have certain anti-dilution and adjustments rights upon certain events.


 


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 as an exhibit to the Registration Statement, for a complete description of the terms and conditions applicable to the
warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity
or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public warrants to
make any change that adversely affects the interests of the registered holders of public warrants.


 


In addition, if we issue additional
shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business
combination at a Newly Issued Price of less than $9.20 per share of 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 them, as applicable, prior to such issuance), (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, then 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 prices described below under “Redemption
of warrants for cash” and “Redemption of warrants for Class A common stock” 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 described
adjacent to the caption “Redemption of warrants for Class A common stock” will be adjusted (to the nearest cent) to be
equal to the higher of the Market Value and the Newly Issued Price.


 


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 vote for each share held of record on all matters to be voted on by stockholders.


 


 


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