Stock Certificate for 1,804,566 Shares of BNC Bancorp Issued to Aquiline BNC Holdings LLC (June 14, 2010)
This certificate confirms that Aquiline BNC Holdings LLC owns 1,804,566 shares of BNC Bancorp's capital stock, issued on June 14, 2010. The shares are subject to transfer restrictions, including compliance with securities laws and an investment agreement. Transfers can only occur on the corporation's books by the holder or an authorized attorney upon proper endorsement. The certificate also notes that the shares have not been registered under the Securities Act of 1933 and may only be transferred under certain conditions or exemptions.
Exhibit 4.1
TRANSFERS RESTRICTED - SEE LEGENDS ON REVERSE
INCORPORATED UNDER THE LAWS OF THE
STATE OF NORTH CAROLINA
NUMBER
SHARES
BNC BANCORP
THIS CERTIFIES THAT AQUILINE BNC HOLDINGS LLC IS THE OWNER OF ONE MILLION EIGHT HUNDRED FOUR THOUSAND FIVE HUNDRED SIXTY SIX (1,804,566) SHARES OF THE CAPITAL STOCK OF BNC BANCORP, NO PAR VALUE PER SHARE, TRANSFERABLE ONLY ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY ON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
IN WITNESS WHEREOF THE DULY AUTHORIZED OFFICERS OF THIS CORPORATION HAVE HEREUNTO SUBSCRIBED THEIR NAMES AND CAUSED THE CORPORATE SEAL TO BE HERETO AFFIXED AT THIS 14TH DAY OF JUNE A.D. 2010
SECRETARY
CHIEF EXECUTIVE OFFICER
SHARES
NO PAR VALUE
EACH.
© GOES N 1
THE CORPORATION WILL FURNISH IN WRITING WITHOUT CHARGE TO EACH SHAREHOLDER OF THE CORPORATION WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES OF THE CORPORATION AND THE VARIATIONS IN RIGHTS, PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES THEREOF THE BOARD OF DIRECTORS OF THE CORPORATION HAS THE AUTHORITY TO DETERMINE THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS (INCLUDING ANY QUALIFICATIONS, CONDITIONS, OR RESTRICTIONS) APPLICABLE TO FUTURE CLASSES OF SHARES OF THE CORPORATION AND VARIATIONS IN RIGHTS, PREFERENCES, AND LIMITATIONS FOR FUTURE SERIES OF SHARES WITHIN ANY CLASS OF THE CORPORATION’S SHARES.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OF PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, EFFECTIVE AS OF THE EFFECTIVENESS THEREOF.
CERTIFICATE
FOR 1,804,566
SHARES
CAPITAL STOCK
BNC BANCORP
ISSUED TO
AQUILINE BNC HOLDINGS LLC
DATED
JUNE 14, 2010
