AF Financial Group Form of Common Stock Certificate

Summary

This document is a form of stock certificate issued by AF Financial Group, a U.S. corporation, to certify ownership of fully paid and non-assessable shares of its common stock. The certificate outlines the rights and restrictions of shareholders, including transferability, voting limitations for holders of more than 10% of voting stock (except for certain exempt entities), and the corporation's authority to issue multiple classes of stock. It also details procedures for transferring shares and obtaining information about stock classes. The certificate must be properly endorsed and registered to be valid.

EX-4.1 5 ###-###-####.txt INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS [FORM OF STOCK CERTIFICATE - FRONT SIDE] NUMBER SHARES AF FINANCIAL GROUP WEST JEFFERSON, NORTH CAROLINA COMMON STOCK CUSIP 001046 10 1 ----------- See reverse for certain definitions This certifies that ____________________________________ is the record holder of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF AF FINANCIAL GROUP a corporation incorporated under the laws of the United States (the "Corporation"). The shares evidenced by this Certificate are transferable only on the stock-transfer books of the Corporation by the holder of record hereof, in person or by attorney or legal representative, upon surrender of this Certificate properly endorsed. THE STOCK EVIDENCED HEREBY IS NOT AN ACCOUNT OF AN INSURABLE TYPE AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. IN WITNESS HEREOF, the Corporation has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and has caused its facsimile seal to be affixed hereto. Dated: _______________________________ _____________________________________ Secretary President and Chief Executive Officer (SEAL) Countersigned and Registered: MELLON INVESTOR SERVICES By: Transfer Agent and Registrar (FORM OF STOCK CERTIFICATE - BACK SIDE) The shares represented by this certificate are issued subject to all the provisions of the Charter and Bylaws of AF FINANCIAL GROUP (the "Corporation"), as from time to time amended (copies of which are on file at the principal office of the Corporation), to all of which the holder by acceptance hereof assents. The following description constitutes a summary of certain provisions of, and is qualified in its entirety by reference to, the Charter. The Charter of the Corporation contains certain provisions, applicable for a period of five years from the date of the AF Bank's reorganization into a Mutual Holding Company, that restrict persons, other than the Mutual Holding Company, from directly or indirectly acquiring or holding, or attempting to acquire or hold, the beneficial ownership of in excess of 10% of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors ("Voting Stock"). The Charter contains a provision pursuant to which the shares beneficially held in excess of 10% the Voting Stock of the Corporation are considered "excess shares" and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the stockholders for a vote. These restrictions are not applicable to underwriters in connection with a public offering of the common stock, certain reorganization transactions described in the Charter or to acquisitions of Voting Stock by the Corporation, any majority-owned subsidiary of the Corporation, or any tax-qualified employee stock benefit plan which is exempt from the approval requirements under 574.3(c)(1)(vi) of the Office's regulations. AsheCo, M.H.C., the federally chartered mutual holding company of the Corporation ("Mutual Holding Company") will own in excess of 50% of the Common Stock of the Corporation so long as the Mutual Holding Company remains in mutual form. The Corporation is authorized to issue more than one class of stock, including a class of Preferred Stock which may be issued in one or more series. The Corporation will furnish to any stockholder, upon written request and without charge, within five days after receipt of such request, a full statement of the designations, preferences, limitations or relative rights of the shares of each class authorized to be issued and, as to shares of Preferred Stock, the variations in the relative rights and preferences between the shares of each series so far as the same have been fixed and determined and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent series. 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:

Additional abbreviations may also be used though not in the above list. For value received, ___________________________________________________ hereby sell, assign and transfer unto shares of Common Stock evidenced by this Certificate, and do hereby irrevocably constitute and appoint __________________ _______________ as Attorney, to transfer the said shares on the books of the herein named Corporation, with full power of substitution. Date:___________________ __________________________________________ Signature __________________________________________ Signature NOTICE: The signature to 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 whatsoever.