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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
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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
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AND TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED. THE
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RESTRICTIONS INCLUDE:
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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.
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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
________________________
