Exhibit 4.5

INNOVIZ TECHNOLOGIES LTD. NUMBER «Number» INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL SHARES «Number» CUSIP ORDINARY SHARES THIS CERTIFIES THAT *SPECIMEN* Is The Owner of ***SPECIMEN*** FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF INNOVIZ TECHNOLOGIES LTD. Transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. «Dated» ***** COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Transfer Agent and Registrar By: By: AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE

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 the right of survivorship and not as tenants in common	Act                                                                               (State)

Additional abbreviations may also be used though not in the above list.

For value received,                                                                                                                    hereby sell, assign and transfer unto

PI-EASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

                                                                                                                                                                                                          shares

of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

                                                                                                                                                                                                         , Attorney

to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated                                                              

X
	THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE. THE SIGNATIJRE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks. Stockbrokers, Savings and Loan Associations and Credit Unions).

SIGNATURE GUARANTEED:

TRANSFER FEE WILL APPLY