Exhibit 4.1 





	
  

 	
  

 	
  

 
	
 ABnote North America 

 711 ARMSTRONG LANE

 COLUMBIA, TENNESSEE 38401

 (931) 388-3003

 	
  

 	
 PROOF OF JANUARY 23, 2013
CRIMSON WINE GROUP, LTD.

 WO-6453 FACE

 
	
 HOLLY GRONER 931-490-7660

 	
  

 	
 Operator: MR / dks

 
	
  

 	
  

 	
 Rev. 2

 



COLORS SELECTED FOR PRINTING: Logo prints in
PMS 1955 RED and 877 Silver.Intaglio prints in SC-15 Maroon.


	
  

 	
  

 	
  

 	
  

 
	
      PLEASE INITIAL
 THE APPROPRIATE SELECTION FOR THIS PROOF:

 	
 o OK AS IS

 	
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COLOR: This
proof was printed from a digital file or artwork on a graphics quality, color
laser printer. It is a good representation of the color as it will appear on
the final product. However, this proof process is different from offset
printing. It is not an exact color rendition, and the final
printed product may appear slightly different from the proof due to the
difference between the dyes and printing ink. 

 










CRIMSON WINE GROUP, LTD.


The Corporation will furnish to any shareholder upon request and without
charge, a full statement of (i) the designation, relative rights, preferences
and limitations of the shares of (a) each class of the Corporation authorized
to be issued and (b) each series of Preferred Stock of the Corporation so far
as the same have been fixed and (ii) the authority of the Board of Directors of
the Corporation to designate and fix the relative rights, preferences and
limitations of other series of Preferred Stock of the Corporation. Such request
may be directed to the office of the Secretary of the Corporation or to the
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

 
	
 TEN ENT

 	
 –

 	
 as tenants by the entireties

 
	
 JT TEN

 	
 –

 	
 as joint tenants with right of

 
	
  

 	
  

 	
 survivorship and not as

 
	
  

 	
  

 	
 tenants in common

 







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 UNIF GIFT MIN ACT–

 	
 –––––––––––––––– Custodian
 ––––––––––––––––

 
	
  

 	
    
         (Cust)                                        (Minor)

 
	
  

 	
 under Uniform Gifts to Minors

 
	
  

 	
 Act

 	
  

 	
  

 
	
  

 	
  

 	
                    (State)

 	
  

 
	
 UNIF TRF MIN ACT–

 	
 ––––––––––––––
Custodian (until age–––––––––)

 
	
  

 	
           (Cust)

 
	
  

 	
  

 	


 
	
  

 	
  

 	
      under Uniform Transfers

 
	
  

 	
 (Minor)

 	
  

 
	
  

 	
 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 Common 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  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 NOTICE:  

 	
 THE
 SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
 UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR
 ENLARGEMENT OR ANY CHANGE WHATEVER.

 



Signature(s) Guaranteed





	
  

 	
  

 
	
 By

 	
  

 
	
 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.

 





	
  

 
	
 TRANSFER RESTRICTIONS

 
	
  

 
	
      Section
 1. Certain Definitions. As used in this Article IX, the following terms have
 the following respective meanings: 

 
	
      (a)     “Acquisition
 Issuance” means any delivery, issuance, or grant of Corporation Securities by
 the Corporation in connection with the acquisition, directly or indirectly, of
 (i) a majority, by vote or value, of the capital stock, partnership
 interests, membership interests, or other equity interests of another Person
 or (ii) all or substantially all of the assets of another Person. 

 
	
      (b)     “Corporation
 Securities” means (i) shares of common stock of the Corporation, (ii) shares
 of preferred stock of the Corporation, (iii) warrants, rights, or options
 (within the meaning of Treasury Regulation Section 1.382-2T(h)(4)(v)) to
 purchase stock of the Corporation, and (iv) any other interests that would be
 treated as “stock” of the Corporation pursuant to Treasury Regulation Section
 1.382-2T(f)(18). 

 
	
      (c)     “Percentage
 Stock Ownership” means percentage stock ownership as determined in accordance
 with Treasury Regulation Section 1.382-2T(g), (h), (j), and (k).

 
	
      (d)     “Five-Percent
 Shareholder” means a Person or group of Persons that (i) is identified as a
 “5-percent shareholder” of the Corporation pursuant to Treasury Regulation
 Section 1.382-2T(g)(1) or (ii) would be treated, under Treasury Regulation
 Section 1.382-2T(g), (h), (j), and (k), as owning 5% of the common stock of
 the Corporation.

 
	
      (e)     “Person”
 means an individual, corporation, estate, trust, association, company,
 partnership, joint venture or similar organization.

 
	
      (f)     “Prohibited
 Distributions” means any dividends or other distributions that were received
 from the Corporation by a Purported Transferee or Purported Holder with
 respect to Excess Securities.

 
	
      (g)     “Prohibited
 Transfer” means any purported Transfer of Corporation Securities to the
 extent that such Transfer is prohibited and void under this Article IX.

 
	
      (h)     “Restriction
 Release Date” means the earlier of December 31, 2022, the repeal of Section
 382 of the Internal Revenue Code of 1986, as amended (the “Code”) (and any
 comparable successor provision) (“Section 382”), or the beginning of a
 taxable year of the Corporation (or any successor thereof) to which no Tax
 Benefits may be carried forward.

 
	
      (i)     “Tax
 Benefits” means the net operating loss carryovers, capital loss carryovers,
 general business credit carryovers, alternative minimum tax credit carryovers
 and foreign tax credit carryovers, as well as any “net unrealized built-in
 loss” within the meaning of Section 382, of the Corporation or any direct or
 indirect subsidiary thereof.

 
	
      (j)     “Transfer”
 means any direct or indirect sale, transfer, assignment, conveyance, pledge,
 or other disposition. A Transfer also shall include the creation or grant of
 an option (within the meaning of Treasury Regulation Section
 1.382-2T(h)(4)(v)). A Transfer shall not include an issuance or grant of
 Corporation Securities by the Corporation.

 
	
      (k)     “Treasury
 Regulation Section 1.382-2T” means the temporary income tax regulations
 promulgated under Section 382, and any successor regulations. References to
 any subsection of such regulations include references to any successor
 subsection thereof.

 
	
      Section
 2. Restrictions. 

 
	
      (a)     Any
 attempted Transfer of Corporation Securities prior to the Restriction Release
 Date, or any attempted Transfer of Corporation Securities pursuant to an
 agreement entered into prior to the Restriction Release Date, shall be
 prohibited and void ab initio to the extent that, as a result of such
 Transfer (or any series of Transfers of which such Transfer is a part),
 either (i) any Person or group of Persons shall become a Five-Percent
 Shareholder, or (ii) the Percentage Stock Ownership interest in the
 Corporation of any Five-Percent Shareholder shall be increased; provided,
 however, that nothing herein contained shall preclude the settlement of any
 transaction entered into through the over-the-counter market or any stock
 exchange on which the applicable Corporation Securities are listed. 

 
	
      (b)     If,
 as a result of an Acquisition Issuance prior to the Restriction Release Date,
 any Person or group of Persons would become a Five-Percent Shareholder, then,
 notwithstanding anything in the agreement governing the terms of the relevant
 acquisition to the contrary, the Corporation shall not deliver to the Person
 that would otherwise be entitled to receive the Corporation Securities in
 such Acquisition Issuance (the “Purported Holder”) the minimum number of
 Corporation Securities otherwise deliverable in the Acquisition Issuance such
 that such Person or group of Persons shall not become a Five-Percent
 Shareholder (“Excess Issued Securities”). Any and all such Excess Issued
 Securities shall instead be delivered to the Agent for sale in accordance
 with Section 4(b) of this Article IX. Any attempted or purported delivery of
 Excess Issued Securities in violation of this clause (b) shall be void ab
 initio.

 
	
      Section
 3. Certain Exceptions. The restrictions set forth in Section 2 of this
 Article IX shall not apply to (a) an attempted Transfer if the transferor or
 the transferee obtains, or (b) a delivery of Excess Issued Securities if the
 Purported Holder or the Corporation obtains, the approval of the Board of
 Directors of the Corporation. Any such approval must expressly waive the
 applicability of the restrictions set forth in this Section 3 of Article IX.
 As a condition to granting its approval, the Board of Directors may, in its
 discretion, require an opinion of counsel selected by the Board of Directors
 that the Transfer or delivery of Excess Issued Securities shall not result in
 the application of any Section 382 limitation on the use of the Tax Benefits.

 
	
      Section
 4. Treatment of Excess Transferred Securities and Excess Issued Securities. 

 
	
      (a)     No
 employee or agent of the Corporation shall record any delivery of Excess
 Issued Securities to a Purported Holder or any Prohibited Transfer, and the
 Purported Holder and the purported transferee of such a Prohibited Transfer
 (the “Purported Transferee”) shall not be recognized as a shareholder of the
 Corporation for any purpose whatsoever in respect of the Excess Issued
 Securities or the Corporation Securities which are the subject of the
 Prohibited Transfer (the “Excess Transferred Securities”, and together with
 the Excess Issued Securities, the “Excess Securities”). The Purported
 Transferee and the Purported Holder shall not be entitled with respect to
 such Excess Securities to any rights of shareholders of the Corporation, including
 without limitation, the right to vote such Excess Securities and to receive
 dividends or distributions, whether liquidating or otherwise, in respect
 thereof, if any. Once the Excess Securities have been acquired in a Transfer
 that is not a Prohibited Transfer, the Corporation Securities shall cease to
 be Excess Securities.

 
	
      (b)     If
 the Board of Directors determines that a Transfer of Corporation Securities
 constitutes a Prohibited Transfer or that Excess Issued Securities have been
 delivered to a Purported Holder, then, upon written demand by the
 Corporation, the Purported Transferee or Purported Holder shall transfer or
 cause to be transferred any certificate or other evidence of ownership of the
 Excess Securities within the Purported Transferee’s or Purported Holder’s
 possession or control, together with any Prohibited Distributions, to an
 agent designated by the Board of Directors (the “Agent”). The Agent shall
 promptly sell to a buyer or buyers, which may include the Corporation, the
 Excess Securities transferred to it pursuant to the preceding sentence or
 Section 2(b) of this Article IX, in one or more arm’s-length transactions
 (through the over-the-counter market or any stock exchange on which the
 applicable Corporation Securities are listed, if possible); provided,
 however, that the Agent shall effect such sale or sales in an orderly fashion
 and shall not be required to effect any such sale within any specific time
 frame if, in the Agent’s discretion, such sale or sales would disrupt the market
 for the Corporation Securities or otherwise would adversely affect the value
 of the Corporation Securities. If the Purported Transferee or Purported
 Holder has sold the Excess Securities before receiving the Corporation’s
 demand to surrender the Excess Securities to the Agent, the Purported
 Transferee or Purported Holder shall be deemed to have sold the Excess
 Securities on behalf of the Agent, and shall be required to transfer to the
 Agent any Prohibited Distributions and the proceeds of such sale, except to
 the extent that the Agent grants written permission to the Purported
 Transferee or Purported Holder to retain a portion of such Prohibited
 Distributions or sales proceeds not exceeding the amount that the Purported
 Transferee or Purported Holder would have received from the Agent pursuant to
 Section 4(c) of this Article IX if the Agent rather than the Purported
 Transferee or Purported Holder had sold the Excess Securities.

 
	
      (c)     The
 Agent shall apply any proceeds of a sale by it of Excess Securities, and any
 amounts received by the Agent from a Purported Transferee or Purported Holder
 pursuant to Section 4(b) of this Article IX, as follows: (i) first, in the
 case of Excess Transferred Securities, such amounts shall be paid to the
 Agent to the extent necessary to cover its costs and expenses incurred in
 connection with its duties hereunder; (ii) second, any remaining amounts
 shall be paid to the Purported Transferee or Purported Holder, up to either
 (1) the amount paid by the Purported Transferee for the Excess Securities, or
 (2) the fair market value, calculated on the basis of the closing market
 price for Corporation Securities on the day before the Acquisition Issuance
 or attempted Transfer, of the Excess Securities at the time of the Acquisition
 Issuance or attempted Transfer to the Purported Transferee by gift,
 inheritance, or similar Transfer, which amount or fair market value shall be
 determined in the discretion of the Board of Directors; and (iii) third, any
 remaining amounts shall be paid to one or more organizations qualifying under
 Section 501(c)(3) of the Code selected by the Board of Directors. The
 recourse of any Purported Transferee or Purported Holder in respect of any
 Prohibited Transfer or delivery of Excess Issued Securities shall be limited
 to the amount payable to the Purported Transferee or Purported Holder
 pursuant to clause (ii) of the preceding sentence. In no event shall the
 proceeds of any sale of Excess Securities pursuant to this Article IX inure
 to the benefit of the Corporation.

 
	
      (d)     If
 the Purported Transferee or Purported Holder fails to surrender the Excess
 Securities or the proceeds of a sale thereof to the Agent within thirty
 business days from the date on which the Corporation makes a demand pursuant
 to Section (4)(b) of this Article IX, then the Corporation shall institute
 legal proceedings to compel the surrender.

 
	
      (e)     The
 Corporation shall make the demand described in Section 4(b) of this Article
 IX within thirty days of the date on which the Board of Directors determines
 that the attempted Transfer would result in Excess Transferred Securities or
 that a Purported Holder received Excess Issued Securities; provided, however,
 that if the Corporation makes such demand at a later date, the provisions of
 this Article IX shall apply nonetheless.

 
	
      Section
 5. Bylaws, Legends, etc. 

 
	
      (a)     The
 Bylaws of the Corporation shall make appropriate provisions to effectuate the
 requirements of this Article IX.

 
	
      (b)     All
 certificates representing Corporation Securities issued after the
 effectiveness of this Article IX shall bear a conspicuous legend as follows:

 “THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS SUBJECT TO RESTRICTIONS
 PURSUANT TO ARTICLE IX OF THE CERTIFICATE OF INCORPORATION OF CRIMSON WINE
 GROUP, LTD. REPRINTED IN ITS ENTIRETY ON THE BACK OF THIS CERTIFICATE.” 

 
	
      (c)     The
 Board of Directors of the Corporation shall have the power to determine all
 matters necessary to determine compliance with this Article IX, including
 without limitation (i) whether a new Five-Percent Shareholder would be
 required to be identified in certain circumstances, (ii) whether a Transfer
 is a Prohibited Transfer, (iii) the Percentage Stock Ownership in the
 Corporation of any Five-Percent Shareholder, (iv) whether an instrument
 constitutes a Corporation Security, (v) the amount or fair market value due
 to a Purported Transferee or Purported Holder pursuant to clause (ii) of
 Section 4(c) of this Article IX, (vi) whether an issuance of Corporation
 Securities is an Acquisition Issuance, (vii) the number of Excess Issued
 Securities with respect to any Purported Holder, and (viii) any other matters
 which the Board of Directors determines to be relevant; and the good faith
 determination of the Board of Directors on such matters shall be conclusive
 and binding for all the purposes of this Article IX.

 







	
  

 	
  

 	
  

 
	
 AMERICAN BANK NOTE COMPANY 

 711 ARMSTRONG LANE

 COLUMBIA, TENNESSEE 38401

 (931) 388-3003

 	
  

 	
 PROOF OF JANUARY 24, 2013

 CRIMSON WINE
 GROUP, LTD.

 WO-6453 BACK

 
	
 HOLLY GRONER 931-490-7660

 	
  

 	
 Operator: MR / dks

 
	
  

 	
  

 	
 Rev. 3

 



	
  

 	
  

 	
  

 	
  

 
	
 PLEASE INITIAL
 THE APPROPRIATE SELECTION FOR THIS PROOF:

 	
 o OK AS IS

 	
 o OK WITH CHANGES
 

 	
 o MAKE CHANGES
 AND SEND ANOTHER PROOF