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,
2020, CF Finance Acquisition Corp. III (“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 the Charter,
our authorized capital stock consists of 230,000,000 shares of common stock, including 200,000,000 shares of Class A common
stock, $0.0001 par value and 30,000,000 shares of Class B common stock, $0.0001 par value (“Class B common stock”),
and 1,000,000 shares of 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 amended
and restated by-laws and our warrant agreement, each of which is incorporated by reference as an exhibit to our Annual Report on
Form 10-K for the year ended December 31, 2020 (the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used
herein but not otherwise defined shall have the meaning ascribed to such terms in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2020 (the “Report”).


 


Units


 


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


 


Common stockholders
of record are entitled to one vote for each share held on all matters to be voted on by stockholders; provided that 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.
These provisions of the Charter 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 provides that a public stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13
of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares
of common stock sold in the initial public offering, which we refer to as the Excess Shares. However, we would not be restricting
our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial
business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on
the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if
we complete the initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding
15% and, in order to dispose such shares would be required to sell their stock in open market transactions, potentially at a loss.


 


In the event of a liquidation,
dissolution or winding up of the Company after an initial business combination, our stockholders are entitled to share ratably
in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class
of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There
are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account,
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 November 17, 2021 or 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 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 registration statement covering the
shares of Class A common stock issuable upon exercise of the warrants, to cause such registration statement to become
effective within 60 business days after the closing of our initial business combination, and to maintain a current prospectus
relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the warrant
agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the
warrants is not effective by the 60th business day after the closing of our initial business combination, 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.



 



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If and when the warrants
become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the
warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such
registration or qualification. We will use our 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.


 


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. If we call our warrants for
redemption and our management does not take advantage of this option, the 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.


 


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 will be
issued in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a copy of
the warrant agreement, which was filed with the Registration Statement, for a complete description of the terms and conditions
applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without the consent of
any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of
the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public
warrants.


 




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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 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 the sponsor, initial
stockholders or their affiliates, without taking into account any founder shares held by them 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 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.


 






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