1st United Bancorp, Inc. Non-Transferable Subscription Rights Certificate for Common Stock Purchase
This certificate grants the holder non-transferable rights to purchase shares of common stock in 1st United Bancorp, Inc. at a specified price, as part of a rights offering. Holders may buy additional shares if available, provided they fully exercise their basic rights. The offer is subject to terms in the company's prospectus and must be exercised by a set expiration date. Payment and proper documentation are required, and special instructions are needed for alternate issuance or delivery. The certificate is only valid if properly signed and registered.
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RIGHTS CERTIFICATE #: | NUMBER OF RIGHTS |
DATED _____ __, 2008 (THE PROSPECTUS) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF
THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM JOHN MARINO AT 1ST UNITED BANCORP, INC.
1ST United Bancorp, Inc.
Incorporated under the laws of the State of Florida
NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing Non - Transferable Subscription Rights to Purchase Shares of Common Stock of 1st United Bancorp, Inc.
Subscription Price: $_____ per Share
THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., EASTERN TIME,
ON _______ __, 2008, UNLESS EXTENDED BY THE COMPANY
REGISTERED
OWNER:
THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (Rights) set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one share of Common Stock, with a par value of $0.01 per share, of 1st United Bancorp, Inc., a Florida corporation, at a subscription price of $_____ per share (the Basic Subscription Right), pursuant to a rights offering (the Rights Offering), on the terms and subject to the conditions set forth in the Prospectus and the Instructions as to Use of 1st United Bancorp, Inc. Subscription Rights Certificates accompanying this Subscription Rights Certificate. If any shares of Common Stock available for purchase in the Rights Offering are not purchased by other holders of
Rights pursuant to the exercise of their Basic Subscription Right (the Excess Shares), any Rights holder that exercises its Basic Subscription Right in full may subscribe for a number of Excess Shares pursuant to the terms and conditions of the Rights Offering, subject to availability, proration, and limitation, as described in the Prospectus (the Over-Subscription Privilege). The Rights represented by this Subscription Rights Certificate may be exercised by completing the reverse side hereof and any other appropriate forms and by retuning the full payment of the subscription price for each share of Common Stock in accordance with the Instructions as to Use of 1st United Bancorp, Inc. Subscription Rights Certificates that accompany this Subscription Rights Certificate.
This Subscription Rights Certificate is not valid unless countersigned by the subscription agent and registered by the registrar.
Witness the seal of 1st United Bancorp, Inc. and the signatures of its duly authorized officers.
Dated:
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Chief Executive Officer | President and | |
| Chief Financial Officer | |
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| COUNTERSIGNED AND REGISTERED: | |
| AMERICAN STOCK TRANSFER & TRUST COMPANY, | |
| (New York, N.Y.) TRANSFER AGENT | |
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| AND REGISTRAR |
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| By: | |
| AUTHORIZED SIGNATURE |
DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE
Delivery to an address other than the address listed below will not constitute valid delivery. Delivery by facsimile will not constitute valid delivery.
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By Mail or Overnight Courier: |
| By Hand: |
American Stock Transfer & Trust Company LLC | Telephone Number for Confirmation ###-###-#### | American Stock Transfer & Trust Company LLC |
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SECTION 1-EXERCISE OF SUBSCRIPTION RIGHTS
To subscribe for shares of Common Stock pursuant to an exercise of all or a portion of your Rights, please complete the following and sign under Section 3 below.
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(a) EXERCISE OF BASIC SUBSCRIPTION RIGHTS: I subscribe for ________ shares at $________ each = $____________ | |||
| (No. of new shares) | (Subscription price) |
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(Amount enclosed) |
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(b) EXERCISE OF OVERSUBSCRIPTION RIGHTS: I subscribe for _________ shares at $________ each = $____________ | |||
| (No. of new shares) | (Subscription price) |
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(Amount enclosed) |
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NOTE: You may subscribe for additional shares pursuant to your Oversubscription Right only if you exercised your Basic Subscription Privilege in full. |
TOTAL AMOUNT ENCLOSED: $_______________________
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| METHOD OF PAYMENT (PLEASE INDICATE): |
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o CHECK ENCLOSED: Personal check, certified check or cashiers check drawn upon a U.S. bank, or express money order payable to American Stock Transfer & Trust Company, as Subscription Agent. | |
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o | FUNDS WIRED: Wire transfer of immediately available funds directly to the account maintained by American Stock Transfer & Trust Company LLC, as Subscription Agent, for purposes of the Rights Offering at JPMorgan Chase Bank, ABA #021000021, Account # [__________] (PLEASE PROVIDE WIRE REFERENCE NUMBER): ____________________________ |
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SECTION 2-SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS
To be completed ONLY if the certificate representing the Common Stock issuable upon exercise of the Rights is to be issued in a name other than that of the registered holder or is to be delivered to an address different from that shown on the face of this Subscription Rights Certificate. Complete the following, sign under Section 3 and have your signature guaranteed under Section 4 below.
Please issue the certificate representing the Common Stock in the following name and \or deliver to the following address:
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Print Full Name and Tax ID or Social Security Number and Address |
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SECTION 3-SIGNATURE |
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TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I hereby irrevocably subscribe for the number of shares of Common Stock indicated above on the terms and conditions specified in the Prospectus. |
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Signature(s): ________________________________________________________________________ |
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this Subscription Rights Certificate in every particular, without alteration or enlargement, or any change whatsoever. |
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If you are signing in your capacity as a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or another acting in a fiduciary or representative capacity, please provide the following information: |
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Name: _____________________________________________________________________________________________________________ |
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Capacity: ___________________________________________ Tax ID or Social Security Number: ____________________________________ |
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SECTION 4-SIGNATURE GUARANTEE |
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YOU MUST HAVE YOUR SIGNATURE(S) GUARANTEED IF YOU HAVE COMPLETED ANY PORTION OF SECTION 2 |
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Signature Guaranteed: ___________________________________________________________________________________ |
(Name of Bank or Firm) |
By: __________________________________________________________________________________________________ |
(Signature of Officer) |
IMPORTANT: Your signature(s) must be guaranteed by an eligible guarantor institution (for example, a bank, stockbroker, savings & loan association or credit union) with membership in an approved signature guarantee medallion program pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934, and amended. |
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