Exhibit 4.5

 


	

    	
PROOF PROOF C C   O M M O N S T O C K SEE REVERSE FOR CERTAIN DEFINITIONS INCORPORATED UNDER   THE LAWS OF THE STATE OF DELAWARE this Certifies that: PROOF is the owner of   FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $0.001 PAR VALUE EACH   OF TELADOC, INC. transferable on the books of the Corporation in person or by   attorney upon surrender of this certificate duly endorsed or assigned. This   certificate and the shares represented hereby are subject to the laws of the   State of Delaware, and to the Certificate of Incorporation and Bylaws of the   Corporation, as now or hereafter amended. This certificate is not valid until   countersigned by the Transfer Agent. WITNESS the facsimile seal of the   Corporation and the facsimile signatures of its duly authorized officers.   DateD: PRESIDENT SECRETARY COUNTERSIGNED AND REGISTERED: AMERICAN STOCK   TRANSFER & TRUST COMPANY, LLC BROOKLYN, NY TRANSFER AGENT AND REGISTRAR   BY: AUTHORIZED SIGNATURE CUSIP 87918A 10 5 SHARES NUMBER 
    




 









	

    	
TELADOC, INC.   THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT   CHARGE, A FULL STATEMENT OF THE DESIGNA-TIONS, RELATIVE RIGHTS, PREFERENCES   AND LIMITATIONS OF THE SHARES OF EACH CLASS AND SERIES AUTHORIZED TO BE   ISSUED, SO FAR AS THE SAME HAVE BEEN DETERMINED, AND OF THE AUTHORITY, IF   ANY, OF THE BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO   DETERMINE AND CHANGE THE RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS OF ANY   CLASS OR SERIES. SUCH REQUEST MAY BE MADE TO THE SECRETARY OF THE CORPORATION   OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE. 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 TEN ENT JT TEN - - - as tenants in   common as tenants by the entireties as joint tenants with right of   survivorship and not as tenants in common UNIF GIFT MIN ACT -   ....................Custodian.................... (Cust) (Minor) under Uniform   Gifts to Minors Act................... (State) Additional abbreviations may   also be used though not in the above list. For Value Received, hereby sell,   assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING   NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP   CODE, OF ASSIGNEE) Shares of the stock represented by the within Certificate,   and do hereby irrevocably constitute and appoint Attorney to transfer the   said stock on the books of the within named Corporation with full power of   substitution in the premises. Dated NOTICE: THE SIGNATURE(S) TO THIS   ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE   CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY   CHANGE WHATSOEVER. Signature(s) Guaranteed By 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 SEC Rule 17Ad-15.   COLUMBIA PRINTING SERVICES, LLC - www.stockinformation.com