Exhibit 4.5


  





	NUMBER	
        NUMBER C SHARES

        SEE REVERSE FOR CERTAIN DEFINITIONS

        CUSIP



 


WHOLE EARTH BRANDS, 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


 


WHOLE EARTH BRANDS, 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
	 	 	 


 


WHOLE EARTH BRANDS, 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).