Exhibit 4.5


 


	NUMBER

C-	 	SHARES
	 	 	 
	 SEE REVERSE FOR CERTAIN DEFINITIONS	 	 
	 	 	 
	 	 	CUSIP 


 


BERKSHIRE GREY, INC.


 


CLASS A COMMON STOCK


 


THIS CERTIFIES THAT      
             is the owner of               
     fully paid and non-assessable shares of Class A common stock, par value $0.0001 per share (the “Common
Stock”), of Berkshire Grey, Inc., a Delaware corporation (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 of the Company.


 


Witness the seal of
the Company and the facsimile signatures of its duly authorized officers.


 


	Secretary	
        [Corporate Seal]

        Delaware

         
	Chief Executive Officer
		 	








 




     


     


    


 


BERKSHIRE GREY, INC.


 


The Company will furnish
without charge to each stockholder who so requests, a statement of 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 Third 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 Common Stock represented
by the within Certificate, and hereby irrevocably constitutes and appoints


 


Attorney to transfer the said shares of
Common Stock 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).