c51555_ex4-5.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing






EXHIBIT 4.5 


[LOGO] 


The Great Atlantic & Pacific Tea Company, Inc. 


INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND 

	
               Number
		 
		
Shares		 
		
[IMAGE]	
	 

	
	
This is to certify that
		 
		 

		 
		
Common Stock	
	 

		 
		 

		 
		
See reverse for certain definitions
	
	 

		 
		 

		 
		
CUSIP 390064 10 3	
	
is the owner of
		 
		 

		 
		 

	



	
FULL PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE OF $1 EACH, OF THE COMMON STOCK OF
		 
		
COUNTERSIGNED AND REGISTERED	
	
The Great Atlantic & Pacific Tea Company,
Inc. (hereinafter called the “Corporation”),
transferable on
		 
		
AMERICAN STOCK TRANSFER & TRUST COMPANY	
	the books of the Corporation by said owner in person or by duly authorized attorney, upon surrender properly
    		 
		
(NEW YORK, NY) TRANSFER AGENT
	
	endorsed. This certificate is
	    not valid until countersigned by the Transfer Agent and registered by the Registrar.		 
		
AND REGISTRAR
	
	
Witness the seal of the Corporation and the signatures of its duly authorized officers.
		 
		 

	
	
		 
		
BY:	
	 

	
	 

		 
		
AUTHORIZED SIGNATURE
	
	
Dated:
		 
		 

	
	 

	
	 

	
	 

		 
		
[SEAL]	



	
/s/ Brenda Galgano
		
/s/ Christian Haub	
	
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
		
EXECUTIVE CHAIRMAN	














THE GREAT ATLANTIC & PACIFIC TEA COMPANY, INC. 


     THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER UPON REQUEST AND WITHOUT CHARGE A FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS
AUTHORIZED TO BE ISSUED. SUCH REQUEST MAY BE DIRECTED TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE OR TO A TRANSFER AGENT. 


     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 right of survivorship and not as tenants in common		 		
Under Uniform Gifts to               	
	
		 		
Minors Act ...................	
	
		 		 		 		
(State)	
	
Additional abbreviations may also be used though not in the above list.	
	 	
	
For value received _________________________, hereby sell, assign and transfer unto	
	
PLEASE 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
__________________________		 		 		 		 	




	 	 	 
	 		 		
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS	
	
NOTICE:		 		
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT	
	 		 		
ALTERATION ON ENLARGMENT OR ANY CHANGE WHATEVER.	
	 	
	
THE SIGNATURE(S) SHOULD BE GUARANTEED BY A COMMERCIAL BANK OR TRUST  COMPANY OR BY A NEW YORK STOCK EXCHANGE MEMBER OR FIRM, WHOSE SIGNATURE IS KNOWN TO THE TRANSFER AGENT.	
	 	
	 	
	 		 		
SIGNATURE	
	 		 		
GUARANTEED BY: