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Exhibit 4.5
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	NUMBER
	 

	 
	C-

	 
	SHARES

	 
	SEE REVERSE FOR CERTAIN DEFINITIONS

	 
	CUSIP [_________]



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ALLIANCE ENTERTAINMENT HOLDING CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CLASS A 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 CLASS A COMMON STOCK OF
​
ALLIANCE ENTERTAINMENT HOLDING 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.
​
	Chief Executive Officer
	[Corporate Seal]  Delaware
	Chief Financial Officer

	 
	 
	 

	 
	 
	 



​
ALLIANCE ENTERTAINMENT HOLDING 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 represented thereby are issued and shall be held subject to all the provisions of the Company’s second amended and restated 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:
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	TEN COM
	—
	as tenants in common
	UNIF GIFT
MIN ACT
	—
	 
	Custodian
	 

	TEN ENT
	—
	as tenants by the entireties
	 
	 
	(Cust)
	 
	(Minor)

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	JT TEN
	—
	as joint tenants with right of survivorship and not as tenants in common
	 
	under Uniform Gifts to Minors Act

	 
	 
	 
	 
	(State)



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

​



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For value received,                      hereby sells, assigns and transfers unto
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(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
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(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING ZIP CODE, OF ASSIGNEE(S))
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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.
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	Signature(s) Guaranteed:
	 

	By
	 

	 
	 



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​
	​



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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