Exhibit 4.5


 


	NUMBER	NUMBER
	 	C-
	 	SHARES
	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	CUSIP [●]


 


XOS, 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 THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF


 


XOS, 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.


 


	Chief Executive Officer	 	[Corporate Seal] Delaware	 	Chief Financial Officer
	 	 	 	 	 
	 	 	 	 	 


 




     


     


    

 


XOS, 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
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	UNIF GIFT MIN ACT	—	______________________Custodian 
	TEN ENT	—	as tenants by the entireties	 	 	(Cust)


 


	JT TEN	—	as joint tenants with right of survivorship and not as tenants in common	under Uniform Gifts to Minors Act
	 		 	(Minor)
	 		 	(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 hereby irrevocably constitutes and appoints


 


Attorney to transfer the said
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: 


 


_______________________________________________


 


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).


 






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