Exhibit 4.5 


 


SPECIMEN CLASS A COMMON STOCK CERTIFICATE


 


	NUMBER	SHARES


 


TELESIGN, INC.


INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE

CLASS A COMMON STOCK


 


SEE REVERSE FOR


CERTAIN DEFINITIONS


 


CUSIP [●]


 


	This Certifies that 	is the owner of




 


FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS
A COMMON STOCK, PAR VALUE OF $0.0001


 


EACH OF THE CLASS A COMMON STOCK OF


 


TELESIGN, INC. (THE “COMPANY”)


 


transferable on the books of the Company in person
or by duly authorized attorney upon surrender of this certificate properly endorsed.


 


The Company will be forced to redeem all of its
shares of Class A common stock if it is unable to complete a business combination by the date set forth in the Company’s amended
and restated certificate of incorporation, as the same may be amended from time to time, all as more fully


described in the Company’s final prospectus
dated                               , 2022.


 


This certificate is not valid unless countersigned
by the Transfer Agent and registered by the Registrar of the Company.


 


Witness the facsimile signatures
of duly authorized officers of the Company.


 


	Dated:	 	 


 


	Chief Executive Officer	Chief Financial Officer


 






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[REVERSE OF SPECIMEN CERTICIATE]


TELESIGN, 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 represented thereby are issued and shall be held subject to all the provisions of the Company’s amended and restated
certificate of incorporation and all amendments thereto and resolutions of the Company’s 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	UNIF GIFT MIN ACT —	 	Custodian	 
	TEN ENT —	as tenants by the entireties	 	(Cust)	 	(Minor)
	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))


 


Shares of the Class A common 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:


 


	 	Shareholder
	 	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 OR ANY SUCCESSOR RULE).


 


In each case, as more fully described in the Company’s final
prospectus dated                        , 2022, the holder(s) of this certificate shall be entitled to receive a pro-rata portion of certain funds held in
the trust account established in connection with its initial public offering only in the event that (i) the Company redeems the shares
of Class A common stock sold in its initial public offering and liquidates because it does not consummate an initial business combination
by the date set forth in the Company’s amended and restated certificate of incorporation, (ii) the Company redeems the share of
Class A common stock sold in its initial public offering in connection with a stockholder vote to amend the Company’s amended and
restated certificate of incorporation (a) to modify the substance or timing of the Company’s obligation to provide holders of shares
of Class A common stock the right to have their shares redeemed in connection with its initial business combination or to redeem 100%
of the Class A common stock if it does not consummate an initial business combination by the date set forth in the Company’s amended
and restated certificate of incorporation or (b) with respect to any other provisions relating to the rights of holders of the Class A
common stock, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A common stock in connection
with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the proposed initial business
combination) setting forth the details of a proposed initial business combination. In no other circumstances shall the holder (s) have
any right or interest of any kind in or to the trust account.


 






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