Exhibit 4.5


 


AMENDMENT TO WARRANT AGREEMENT


 


THIS AMENDMENT TO WARRANT AGREEMENT (this “Amendment”)
is made and entered into as of [●], 2022, by and among (i) Gesher I Acquisition Corp., a Cayman Islands exempted company
(the “SPAC”), (ii) Freightos Limited, a Cayman Islands exempted company (the “Company”),
and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant
Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms
in the Warrant Agreement (as defined below) (and if such term is not defined in the Warrant Agreement, then the Business Combination Agreement
(as defined below)).


 


RECITALS


 


WHEREAS,
SPAC and the Warrant Agent are parties to that certain Warrant Agreement, dated as of October 12, 2021 (as amended, including without
limitation by this Amendment, the “Warrant Agreement”), pursuant to which the Warrant Agent agreed to act as
the SPAC’s warrant agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (i) warrants
to purchase ordinary shares underlying the units of the SPAC issued in SPAC’s initial public offering (“IPO”)
(the “Public Warrants”), (ii) warrants to purchase ordinary shares of SPAC acquired by Gesher I Sponsor
LLC (the “Sponsor”) in private placements that were consummated on October 14, 2021 and October 20,
2021 (the “Sponsor Private Warrants”), (iii) warrants to purchase ordinary shares of SPAC acquired by EarlyBirdCapital, Inc.
in private placements that were consummated on October 14, 2021 and October 20, 2021 (the “Representative Private
Warrants”), (iv) warrants to purchase shares of ordinary shares of SPAC issuable to the Sponsor or an affiliate of
the Sponsor or certain officers and directors of SPAC upon conversion of up to $1,500,000 of working capital loans (the “Working
Capital Warrants”) and (v) all other warrants issued by SPAC after the IPO, in connection with or following the Business
Combination (the “Post-IPO Warrants” and together with the Public Warrants, the Sponsor Private Warrants, the
Representative Private Warrants and the Working Capital Warrants, the “Warrants”);


 


WHEREAS,
on May [●], 2022, (i) the Company, (ii) Freightos Merger Sub I, a Cayman Islands exempted company limited by shares
and a direct wholly owned subsidiary of the Company (“Merger Sub I”), (iii) Freightos Merger Sub II, a
Cayman Islands exempted company limited by shares and a direct wholly owned subsidiary of the Company (“Merger Sub II”),
and (iv) SPAC entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms
thereof, the “Business Combination Agreement”);


 


WHEREAS,
pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, (i) prior to, but contingent upon, the
Closing, pursuant to a recapitalization (the “Recapitalization”) approved by the Company’s shareholders,
(a) each outstanding Company preferred share shall automatically convert into ordinary shares of the Company (“Company
Ordinary Shares”) and (b) immediately following such conversion (but prior to the First Effective Time), each then
outstanding Company Ordinary Share shall be automatically converted into such number of Company Ordinary Shares as is determined pursuant
to the terms of the Business Combination Agreement; and (ii) immediately following the consummation of the Recapitalization, Merger
Sub I shall, at the First Effective Time, be merged with and into SPAC, and SPAC shall continue as the surviving entity and a wholly owned
subsidiary of the Company, and, in connection therewith, (A) each ordinary share and each preference share of SPAC issued and outstanding
immediately prior to the First Effective Time (after giving effect to any Redemptions) shall automatically be converted into the right
of the holder thereof to receive the SPAC Shares Consideration, and (B) each SPAC Warrant shall be assumed by the Company and become
a warrant that represents a right, from and after the Closing, to receive the same number of Company Ordinary Shares on the same terms
as the SPAC Warrant being assumed, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and
in accordance with the provisions of applicable law;


 


WHEREAS,
immediately following the Unit Separation, at the First Effective Time, each whole Warrant outstanding immediately prior to the First
Effective Time shall cease to be a warrant with respect to SPAC Ordinary Shares and be assumed by the Company and converted into a warrant
to purchase one Company Ordinary Share (subject to the terms and conditions of the Warrant Agreement as amended hereby); and


 






     


     


    

 


WHEREAS,
all references to “Ordinary Shares” in the Warrant Agreement (including all Exhibits thereto) shall mean Company Ordinary
Shares (together with any other securities of the Company or any successor entity issued in consideration of (including as a stock split,
dividend or distribution) or in exchange for any of such securities);


 


WHEREAS,
the board of directors of SPAC has determined that the consummation of the transactions contemplated by the Business Combination Agreement
will constitute a Business Combination (as defined in the Warrant Agreement); and


 


WHEREAS,
in connection with the First Merger, SPAC desires to assign all of its rights, interests and obligations in and under the Warrant Agreement
to the Company, and the Company wishes to accept such assignment and assume all the liabilities and obligations of SPAC under the Warrant
Agreement with the same force and effect as if the Company were initially a party to the Warrant Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations,
warranties and covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:


 


1. Assignment and Assumption; Consent.


 


(a) Assignment and Assumption. SPAC hereby
assigns to the Company all of SPAC’s rights, interests and obligations in and under the Warrant Agreement and the Warrants (each
as amended hereby) as of the First Effective Time. The Company hereby assumes, and agrees to pay, perform, satisfy and discharge in full,
as the same become due, all of SPAC’s liabilities and obligations under the Warrant Agreement and the Warrants (each as amended
hereby) arising from and after the First Effective Time with the same force and effect as if the Company were initially a party to the
Warrant Agreement.


 


(b) Consent. The Warrant Agent hereby
consents to the assignment of the Warrant Agreement and the Warrants by SPAC to the Company and the assumption by the Company of the SPAC’s
obligations under the Warrant Agreement pursuant to Section 1 hereof effective as of the First Effective Time, the assumption of
the Warrant Agreement and Warrants by the Company from SPAC pursuant to Section 1 hereof effective as of the First Effective Time,
and to the continuation of the Warrant Agreement and Warrants in full force and effect from and after the First Effective Time, subject
at all times to the Warrant Agreement and Warrants (each as amended hereby) and to all of the provisions, covenants, agreements, terms
and conditions of the Warrant Agreement and this Agreement.


 


2. Amendments to Warrant Agreement. The
parties hereto hereby agree to the following amendments to the Warrant Agreement:


 


(a) Defined Terms. The defined terms
in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated by reference from the Business Combination
Agreement, are hereby added to the Warrant Agreement as if they were set forth therein.


 


(b) Preamble. The preamble of the Warrant
Agreement is hereby amended by deleting “Gesher I Acquisition Corp., a Cayman Islands exempted company, with offices at Hagag Towers,
North Tower, Floor 24, Haarba 28, Tel Aviv, Israel” and replacing it with “Freightos Limited, a Cayman Islands exempted
company”. As a result thereof, all references to the “Company” in the Warrant Agreement shall be amended such that they
refer to the Company rather than SPAC.


 


(c) Reference to Company Ordinary Shares.
All references to “Ordinary Shares” in the Warrant Agreement (including all Exhibits thereto) shall mean Company Ordinary
Shares.


 






     


     


    

 


(d) Notices. Section 9.2 of the
Warrant Agreement is hereby amended to delete the address of the Company for notices under the Warrant Agreement and instead add the following
address for notices to Company:


 


If to the Company to: 


Freightos Limited 


HaPo’el 1, Derech Agudat Sport HaPo’el 


Jerusalem, Israel 9695102 


Attention: Zvi Schreiber, Chief Executive Officer;
Michael Oberlander, General Counsel 


E-mail: zvi@freightos.com; legal@freightos.com


 


with a copy (which shall not constitute notice)
to: 


DLA Piper LLP (US) 


1251 Avenue of the Americas 


27th Floor 


New York, NY 10020 


Attention: Jon Venick; Stephen Alicanti 


E-mail: jon.venick@us.dlapiper.com; stephen.alicanti@us.dlapiper.com


 


3. Effectiveness. Notwithstanding anything
to the contrary contained herein, this Amendment shall only become effective upon the Closing. In the event that the Business Combination
Agreement is terminated in accordance with its terms prior to the Closing, this Amendment and all rights and obligations of the parties
hereunder shall automatically terminate and be of no further force or effect.


 


4. Miscellaneous. Except as expressly provided
in this Amendment, all of the terms and provisions in the Warrant Agreement are and shall remain in full force and effect, on the terms
and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver
of any provision of the Warrant Agreement, or any other right, remedy, power or privilege of any party thereto, except as expressly set
forth herein. Any reference to the Warrant Agreement in the Warrant Agreement or any other agreement, document, instrument or certificate
entered into or issued in connection therewith, shall hereinafter mean the Warrant Agreement as the case may be, as amended by this Amendment
(or as such agreement may be further amended or modified in accordance with the terms thereof). The terms of this Amendment shall be governed
by, enforced, construed and interpreted in a manner consistent with the provisions of the Warrant Agreement, as it applies to the amendments
to the Warrant Agreement herein, including without limitation Section 9.3 of the Warrant Agreement.


 


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SIGNATURE PAGES FOLLOW]


 






     


     


    

 


IN
WITNESS WHEREOF, each party hereto has caused this Amendment to Warrant Agreement to be signed and delivered by its respective
duly authorized officer as of the date first above written.


 


	SPAC:
	 	 
	GESHER I ACQUISITION CORP. 
	 	 
	By:
	Name: 	 
	Title: 	 
	 	 
	The Company:
	 	 
	FREIGHTOS LIMITED
	 	 
	By:
	Name: 	 
	Title: 	 
	 	 
	Agent:
	 
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY
	 	 
	
    By:

    
	 
	Name:	 
	Title:	 


 


Signature Page to Warrant Agreement
Amendment