Exhibit 4.5

    

     

    

     [Form of Class A Ordinary Share Certificate]

    

    

     

    

    	
            NUMBER

          	 	
            SHARES

          
	
            SEE REVERSE FOR CERTAIN DEFINITIONS

          	 	 
	 	 	
            CUSIP [                ]

          


     

    

     

    

    PAGAYA TECHNOLOGIES LTD.

    INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL

    

    

    CLASS A ORDINARY SHARE

    

    

    THIS CERTIFIES THAT                  is the owner of                  fully paid and non-assessable Class A ordinary shares, without par value (the “Class A Ordinary
        Shares”), of Pagaya Technologies Ltd. (the “Company”), transferable on the books of the Company in person or by duly authorized attorney upon surrender of this Certificate properly
      endorsed.

    

    

    This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Articles of Association of the Company and amendments thereto, to all
        of which the holder by the acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and the Registrar of the Company.

    

    

    Witness the facsimile signature of a duly authorized signatory of the Company.

    

    

    

    

    	
            Dated:

          	 	 	 	 


     

    

    	 	 	 
	
            Authorized Signatory

          	 	
            Transfer Agent

          


    

    

    
      
        


    

    

    

    The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

    

    

     

    

    	 	 	 	 	 	 	 	 	 	 	 	 	 
	
            TEN COM

          	 	
            —

          	 	
            as tenants in common

          	 	
            UNIF GIFT MIN ACT

          	 	
            —

          	 	
            _________ Custodian ________

          
	 	
            —

          	 	
             

             

            
              (Cust)

            

          	 	
             

             

            
              (Minor)

            

          
	
            TEN ENT

          	 	
            —

          	 	
            as tenants by the entireties

          	 	 	 	 
	
            JT TEN

          	 	
            —

          	 	
            as joint tenants with right of

            survivorship and not as tenants in common

          	 	 	 	
            under Uniform Gifts to Minors Act

          
	 	 	 	 	 	 	 	 	
            (State)

          


    Additional abbreviations may also be used though not in the above list.

    

    

    For value received,                  hereby sells, assigns and transfers unto

    

    

    (PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

    

    

    (PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))

    

    

    Class A Ordinary Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints

    

    

    Attorney to transfer the said Class A Ordinary Shares on the books of the within named Company with full power of substitution in the premises.

    

    

     

    

    	
            Dated:

          	 	 
	 	 	
            Notice: The signature(s) to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever.

          


    

    

    Signature(s) Guaranteed:

     

    

    	 	 	 
	 	 	 
	
            THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
              17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE).