Exhibit 4.5


 


LIGHTJUMP ACQUISITION CORPORATION


 


DESCRIPTION OF SECURITIES


 


As of the date of the Annual Report on Form 10-K
for the year ended December 31, 2021 (the “Report”) of LightJump Acquisition Corporation, a Delaware corporation (“we,”
“us,” “our” or “the company”), of which this exhibit forms a part, 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 common stock (as defined below) and one-half of one redeemable warrant (as defined below), with
each whole warrant entitling the holder thereof to purchase one share of common stock (the “units”), (ii) its common stock,
$0.0001 par value per share (“common stock”), and (iii) its public warrants, with each whole warrant exercisable for one share
of common stock for $11.50 per share (the “warrants”). Defined terms used herein but not otherwise defined shall have the
meaning ascribed to such terms in the Report.


 


Pursuant to our amended and restated certificate
of incorporation (the “Charter”), our authorized capital stock consists of 99,000,000 shares of 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, the Charter,
our by-laws and our warrant agreement, each of which is incorporated by reference as an exhibit to the Report.


 


Units


 


Each unit consists of one share of common stock
and one-half of one warrant. Each whole warrant entitles the holder to purchase one share of common stock. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of common stock. This means that only a whole warrant may
be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. Accordingly, unless you purchase a multiple of two units, the number of warrants issuable to you upon separation
of the units will be rounded down to the nearest whole number of warrants.


 


Common Stock


 


Our stockholders of record are entitled to one
vote for each share held on all matters to be voted on by stockholders. In connection with any vote held to approve our initial business
combination, our initial stockholders, as well as all of our officers and directors, have agreed to vote their respective shares of common
stock owned by them in favor of the proposed business combination.


 


We will consummate our initial business combination
only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of such business combination
and, solely if a vote is held to approve a business combination, a majority of the outstanding shares of common stock voted are voted
in favor of the business combination.


 


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 eligible
to vote for the election of directors can elect all of the directors.


 


Pursuant to our amended and restated certificate
of incorporation, if we do not consummate an initial business combination by 18 months from the closing of our initial public offering,
our corporate existence will cease except for the purposes of winding up our affairs and liquidating. If we are forced to liquidate prior
to an initial business combination, our public stockholders are entitled to share ratably in the trust account, based on the amount then
held in the trust account.


 






     


    


    

 


Our sponsor, initial stockholders, officers and
directors have agreed to waive their rights to participate in any liquidation distribution from the trust account occurring upon our failure
to consummate an initial business combination with respect to the founder’s common stock and private shares. Our sponsor, initial
stockholders, officers and directors will therefore not participate in any liquidation distribution from the trust account with respect
to such shares. They will, however, participate in any liquidation distribution from the trust account with respect to any shares of common
stock acquired in, or following, our initial public offering.


 


Our stockholders have no conversion, preemptive
or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of common stock, except that
public stockholders have the right to sell their shares to us in a tender offer or have their shares of common stock converted to cash
equal to their pro rata share of the trust account in connection with the consummation of our business combination. Public stockholders
who sell or convert their stock into their share of the trust account still have the right to exercise the warrants that they received
as part of the units.


 


Preferred Stock


 


There are no shares of preferred stock outstanding.
Our amended and restated certificate of incorporation authorizes the issuance of 1,000,000 shares of preferred stock with such designation,
rights and preferences as may be determined from time to time by our board of directors. Accordingly, our board of directors is empowered,
without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely
affect the voting power or other rights of the holders of common stock. However, the underwriting agreement prohibits us, prior to a business
combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class
with the common stock on a business combination. We may issue some or all of the preferred stock to effect a business combination. In
addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. 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.


 


Warrants


 


Each whole warrant entitles the registered holder
to purchase one share of 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 an initial business combination. However, no warrants will be exercisable for cash unless we have an effective
and current registration statement covering the shares of common stock issuable upon exercise of the warrants and a current prospectus
relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock
issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial business
combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall
have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided
by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available,
holders will not be able to exercise their warrants on a cashless basis. In the event of such cashless exercise, each holder would pay
the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x)
the product of the number of shares of 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”
for this purpose will mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the trading
day prior to the date of exercise. The warrants will expire on the fifth anniversary of our completion of an initial business combination,
at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


The private warrants, as well as any warrants
underlying additional units we issue to our sponsor, officers, directors or their affiliates in payment of working capital loans made
to us, will be identical to the warrants underlying the units except that such warrants will be exercisable for cash or on a cashless
basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by our sponsor or its
permitted transferees.


 






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We may call the warrants for redemption (excluding
the private warrants and any warrants underlying additional units issued to our sponsor, initial stockholders, officers, directors or
their affiliates in payment of working capital loans made to us), in whole and not in part, at a price of $0.01 per warrant,


 


	 	●	at any time after the warrants become exercisable,
	 	 	 
	 	●	upon not less than 30 days’ prior written notice of redemption to each warrant holder,
	 	 	 
	 	●	if, and only if, the reported last sale price of the shares of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing at any time after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders; and
	 	 	 
	 	●	if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants.


 


The right to exercise will be forfeited unless
the warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder
of a warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such
warrant.


 


The redemption criteria for our warrants have
been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide
a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as
a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.


 


If we call the warrants for redemption as described
above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”
In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to
the quotient obtained by dividing (x) the product of the number of shares of 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” for this purpose shall mean the average reported last sale price of the shares of common stock for the 5 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.


 


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,
but requires the approval, by written consent or vote, of the holders of at least a majority of the then outstanding public warrants in
order to make any change that adversely affects the interests of the registered holders.


 


The exercise price and number of shares of common
stock issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be
adjusted for issuances of shares of common stock at a price below their respective exercise prices.


 






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In addition, if (x) 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 an issue price or effective issue 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 sponsor, initial stockholders or
their affiliates, without taking into account any founders’ shares held by them 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, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of
the greater of (i) the Market Value or (ii) the price at which we issue the additional shares of common stock or equity-linked securities.


 


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, 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 shares of common stock and any voting rights until they exercise their warrants and receive shares of common stock. After
the issuance of shares of 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.


 


Warrant holders may elect to be subject to a restriction
on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to the extent that,
after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of common stock outstanding.


 


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 up to the nearest whole number the number of shares of common stock to be issued to the warrant holder.


 


Certain Anti-Takeover
Provisions of Delaware Law and our Amended and Restated Certificate of Incorporation and By-Laws


 


Staggered board
of directors


 


Our amended and restated
certificate of incorporation provides that our board of directors will be classified into three classes of directors of approximately
equal size. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest
at two or more annual meetings.


 


Special meeting
of stockholders


 


Our bylaws provide that
special meetings of our stockholders may be called only by a majority vote of our board of directors, by our president or by our chairman
or by our secretary at the request in writing of stockholders owning a majority of our issued and outstanding capital stock entitled to
vote.


 


Advance notice
requirements for stockholder proposals and director nominations


 


Our bylaws provide that
stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors
at our annual meeting of stockholders must provide timely notice of their intent in writing. To be timely, a stockholder’s notice
will need to be delivered to our principal executive offices not later than the close of business on the 60th day nor earlier
than the close of business on the 90th day prior to the scheduled date of the annual meeting of stockholders. In the event
that less than 70 days’ notice or prior public disclosure of the date of the annual meeting of stockholders is given, a stockholder’s
notice shall be timely if delivered to our principal executive offices not later than the 10th day following the day on which
public announcement of the date of our annual meeting of stockholders is first made or sent by us. Our bylaws also specify certain requirements
as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before
our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.


 






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Authorized but
unissued shares


 


Our authorized but unissued
common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of
corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of
authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain
control of us by means of a proxy contest, tender offer, merger or otherwise.


 


Exclusive Forum
Selection


 


Our amended and restated
certificate of incorporation will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions
against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery
in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an
indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal
jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction
of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction or
(D) arising under the Securities Act. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to
have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing
increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this
provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our
directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the
rules and regulations thereunder and therefore bring a claim in another appropriate forum. Additionally, we cannot be certain that a court
will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum provision contained
in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs
associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.


 


Our amended and restated
certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable
law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought
to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.


 


 


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