EXHIBIT
4.5


 


	NUMBER	 	NUMBER C SHARES
	 	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	CUSIP




 


ACHRONIX SEMICONDUCTOR CORPORATION


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


 


ACHRONIX SEMICONDUCTOR 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.


 


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


 


	Secretary	
    [Corporate Seal]

    Delaware
	Chief Executive Officer
	 	 	 


 






     


     


    

 


ACHRONIX SEMICONDUCTOR CORPORATION


 


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	--	Under Uniform Gifts to Minors Act




 


		Custodian	 
	(cust)	 	(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 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).