from S-1/A
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<page> <table> <caption> <s><c> [Certificate] April 25, 1995 Incorporated Under the Laws of the State of Delaware Number Shares -S- Specimen Golden State Vintners, Inc. 54,000,000 Shares of Class B Common Stock Authorized This Certifies That: ********Specimen**************************************************************** Is the Registered Holder of ***********Specimen*************************** Fully Paid and Non-Assessable Shares of the Class B Common Stock of Golden State Vintners, Inc. Hereinafter Designated "The Corporation," Transferable Only on the Share Register of the Corporation Upon Surrender of This Certificate Properly Endorsed or Assigned. This Certificate and the Shares Represented Hereby Shall Be Held Subject to All of the Provisions of the Certificate of Incorporation, as Amended, and the Bylaws of Said Corporation, a Copy of Each of Which Is on File at the Office of the Corporation, and Made a Part Hereof as Fully as Though the Provisions of Said Articles of Incorporation and Bylaws Were Imprinted in Full on This Certificate, to All of Which the Holder of This Certificate, by Acceptance Hereof, Assents and Agrees to Be Bound. in Witness Whereof, the Corporation Has Caused This Certificate to Be Signed by Its Duly Authorized Officers. Dated: - - Brian R. Thompson Secretary Jeffrey B. O'NEILL President </Table> <page> for Value Received Hereby Sell, Assign and Transfer Unto / / Please Insert Social Security or Other Identifying Number of Assignee Shares Represented by the Within Certificate and Do Hereby Irrevocably Constitute and Appoint Attorney to Transfer the Said Shares on the Share Register of the Within Named Corporation, With Full Power of Substitution in the Premises. Dated in Presence of \ \ \ Notice: The Signature of 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
