Unified Western Grocers, Inc. Class B Share Certificate

Summary

This document certifies ownership of Class B shares in Unified Western Grocers, Inc. The shares are fully paid, non-assessable, and subject to restrictions on transfer, requiring prior corporate consent. The corporation retains repurchase and redemption rights, a lien to secure obligations, and limits on voting rights, as detailed in its governing documents. The certificate can only be transferred on the corporation’s books with proper endorsement and approval.

EX-4.13 3 0003.txt FORM OF CLASS B SHARE CERTIFICATE EXHIBIT 4.13 SEE REVERSE FOR LEGENDS Number Shares ____________ __________ UNIFIED WESTERN GROCERS, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA AUTHORIZED CAPITAL STOCK 500,000 Class A Shares 200,000,000 Class B Shares 24 Class C Shares This Certifies That ____________________________________________ is the owner of ___________________________________ (_____) fully paid and non-assessable Class B Shares of UNIFIED WESTERN GROCERS, INC. transferable only on the books of the Corporation by the holder hereof in person or by attorney upon surrender of this certificate properly endorsed. OWNERSHIP AND TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED. SEE LEGEND ON REVERSE. In Witness Whereof, the Corporation has caused the facsimile seal of the Corporation and the signatures of its duly authorized officers to be affixed hereto. DATED: _____________________________ ___________________________ SECRETARY PRESIDENT UNIFIED WESTERN GROCERS, INC. SEAL PURSUANT TO THE CORPORATION'S ARTICLES OF INCORPORATION, BYLAWS AND THE APPLICATION AND AGREEMENT FOR SERVICE AFFILIATION AS A MEMBER PATRON/AFFILIATE AND PLEDGE AND SECURITY AGREEMENT EXECUTED BY THE REGISTERED HOLDER, OWNERSHIP --------- AND TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED. THE - ------------------------------------------------------------------------------- RESTRICTIONS INCLUDE: - -------------------- 1. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED OR ASSIGNED WITHOUT THE PRIOR CONSENT OF THE CORPORATION, WHICH WILL NORMALLY BE WITHHELD. 2. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE RIGHTS BY THE CORPORATION IN ACCORDANCE WITH THE BYLAWS OF THE CORPORATION. 3. THE CORPORATION HAS A LIEN ON THE SHARES REPRESENTED HEREBY TO SECURE PERFORMANCE BY THE REGISTERED HOLDER AND ITS AFFILIATES OF ALL OBLIGATIONS TO THE CORPORATION OR ANY OF ITS SUBSIDIARIES. 4. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REDEMPTION IN ACCORDANCE WITH THE ARTICLES OF INCORPORATION. 5. THE VOTING RIGHTS OF THE CLASS B STOCK ARE LIMITED AS PROVIDED IN THE ARTICLES OF INCORPORATION. The above is only a partial statement of the rights, preferences, privileges and restrictions granted to, or imposed upon the shares. The authorized shares of capital stock of the Corporation are classified into three classes designated Class A Shares, Class B Shares and Class C Shares. A copy of the complete statement of the rights, preferences, privileges and restrictions of each class of shares as set out in the Articles of Incorporation, Bylaws and the Application and Agreement for Service Affiliation as a Member Patron/Affiliate with Unified Western Grocers, Inc. and Pledge and Security Agreement may be obtained, upon request and without charge, from the Secretary of the Corporation at its principal executive office. --------------------------------------- For Value Received, _______________ hereby sell, assign and transfer unto ________________________________________________________________________________ ___________________________________ Shares represented by the within Certificate and do hereby irrevocably constitute and appoint _______________ Attorney to transfer the said Shares on the books of the within named Corporation, with full power of substitution in the premises. Dated _____________, ____ In presence of ________________________