EX-4.5





 EXHIBIT 4.5 
  

			
	NUMBER	  	NUMBER C SHARES
		  	SEE REVERSE FOR CERTAIN DEFINITIONS
		  	CUSIP

 TALKSPACE, INC. 

INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 

COMMON STOCK 
 This Certifies that
                
                
                                       
                                        
                       

is the owner of                 
                
                                     
                                   
                
                 
 FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE OF $0.0001 PER SHARE, OF 
 TALKSPACE, INC. 

(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 is not valid
unless countersigned by the Transfer Agent and registered by the Registrar. 
 Witness the seal of the Company and the facsimile signatures of its duly
authorized officers. 
  

					
	 Secretary
	  	 [Corporate Seal]

Delaware
	  	 Chief Executive Officer

	  
	  		  	  














 TALKSPACE, INC. 

The Company will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights. This certificate and the shares of common stock represented hereby are issued and
shall be held subject to all the provisions of the Company’s certificate of incorporation and all amendments thereto and resolutions of the Board of Directors providing for the issue of securities (copies of which may be obtained from the
secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents. 
 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
			
	TEN ENT	  	—	  	as tenants by the entireties
			
	JT TEN	  	—	  	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 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))
	  

	  

	  

	 Shares of the capital stock represented by the within Certificate, and does hereby irrevocably
constitute and appoint

	  

	 Attorney to transfer the said 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:

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 S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).