RIGHTS CERTIFICATE NO.

Exhibit 4.2

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [—] (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM REGISTRAR AND TRANSFER COMPANY AT ###-###-####.

The Rights Offering expires at 5:00 p.m., Eastern Time on [—]. Carroll Bancorp, Inc. (the “Company”) may extend the rights offering without notice to you until [—] (such date and time, as it may be extended, the “Expiration Date”).

REGISTERED OWNER:

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

SUBSCRIPTION RIGHTS CERTIFICATE

Evidencing Non-Transferable Rights to Purchase Units Consisting of One Share of Common Stock and a

Non-Transferable Warrant to Purchase One-Half of a Share of Common Stock

Subscription Price: $[—] Per Unit

VOID IF NOT EXERCISED ON OR BEFORE THE EXPIRATION DATE

The Company has distributed, at no charge, to each holder of record of the Company’s common stock, par value $0.01 per share (“Common Stock”), (each a “Record Date Stockholder”), as of 5:00 Eastern Time on [—] (the “Record Date”) one subscription right (“Subscription Right”) for each share of Common Stock held as of the close of business on the Record Date. Each Subscription Right entitles Record Date Stockholder to a basic subscription right (the “Basic Subscription Right”) and an over-subscription privilege (the “Over-Subscription Privilege”). The Basic Subscription Right gives each Record Date Stockholder the opportunity to purchase [—] Unit consisting of one share of Common Stock and a non-transferable warrant to purchase one-half of a share of Common Stock at a subscription price of $[—] per Unit. Fractional Units resulting from the exercise of the Basic Subscription Right will be eliminated by rounding down to the nearest whole Unit. In the event that a Record Date Stockholder purchases all of the Units available pursuant to the Record Date Stockholder’s Basic Subscription Right, the Record Date Stockholder may also choose to exercise an Over-Subscription Privilege to subscribe for a portion of any Units that are not purchased by other Record Date Stockholders through the exercise of their Basic Subscription Rights, subject to availability and pro ration, and other limitations as described in the Prospectus.

DELIVERY OPTIONS FOR RIGHTS CERTIFICATE

DELIVERY OF THIS SUBSCRIPTION RIGHTS CERTIFICATE TO AN ADDRESS OTHER THAN AS SET

FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY

Delivery by facsimile will not constitute valid delivery.

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

Method of Exercise Of Rights

In order to exercise your Basic Subscription Right and Over-Subscription Privilege, you must properly complete and sign this Rights Certificate in Section 2 below where indicated and return it to the Subscription Agent, Registrar and Transfer Company, together with payment in full for an amount equal to the subscription price multiplied by the total number of Units subscribed for under your Basic Subscription Right and Over-Subscription Privilege. To be timely, the Subscription Agent must receive the properly completed and executed Rights Certificate and payment in full for the Units subscribed for at or before 5:00 p.m., Eastern Time, [—], unless such date is extended by the Company to no later than [—].

Full payment for the Units subscribed for pursuant to your Basic Subscription Right and Over-Subscription Privilege must be made payable in United States dollars by wire transfer, personal check drawn on a U.S. bank, or cashier’s check drawn on Carroll Community Bank, in each case payable to “[—].” You will not be paid any interest on funds paid to the Subscription Agent regardless of whether the funds are applied to the subscription price or returned to you.

SECTION 1: EXERCISE AND SUBSCRIPTION: The number of Basic Subscription Rights represented by this Rights Certificate are set forth on the front of this Rights Certificate. You can calculate the number of Units you may purchase pursuant to the Basic Subscription Right by multiplying the number of Basic Subscription Rights by [—]. Please see “The Rights Offering - Limitation on How Many Units You May Purchase in the Rights Offering” in the Prospectus for a description of the purchase limits applicable to the Rights Offering. The undersigned hereby irrevocably exercises one or more Subscription Rights to subscribe for Units as indicated below, on the terms and subject to the conditions specified in the Prospectus.

Step 1 – Basic Subscription Right

I wish to exercise my full Basic Subscription Right or a portion thereof as follows:

Step 2 – Over-Subscription Privilege

I have exercised my full Basic Subscription Right and in addition to my full Basic Subscription Right I wish to subscribe for additional Units under my Over-Subscription Privilege as follows:

Step 3 – Total Units and Total Amount Enclosed

SECTION 2: SUBSCRIPTION AUTHORIZATION: I acknowledge that I have received the Prospectus for this offering of Subscription Rights and I hereby irrevocably subscribe for the number of Units indicated above on the terms and conditions set forth in the Prospectus.

SECTION 3: SPECIAL ISSUANCE INSTRUCTIONS (IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE SECTIONS 4 AND 5): The Subscription Rights are not transferable in any way, except by operation of law. By executing below, you hereby represent and warrant that the person in whose name you are requesting that we issue the Common Stock and warrants comprising the Units is a transferee by operation of law. Evidence satisfactory to the Company that any such permitted transfer is proper must be delivered by mail, hand, express mail or overnight courier to Registrar and Transfer Company at the address specified above prior to the Expiration Date.

Complete the following ONLY if the shares of Common Stock and the warrants comprising the Units subscribed for are to be issued in a name other than that of the registered holder.

SECTION 4: ACKNOWLEDGMENT (TO BE COMPLETED ONLY IF YOU COMPLETED SECTION 3. IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE SECTION 5): I/We acknowledge receipt of the Prospectus and understand that, after delivery to Registrar and Transfer Company as Subscription Agent, I/we may not modify or revoke this Rights Certificate. Under penalties of perjury, I/we certify that the information contained herein, including the social security number or taxpayer identification number given above, is correct.

The signature below must correspond with the name of the registered holder exactly as it appears on the books of the Company’s transfer agent without any alteration or change whatsoever.

If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print).

SECTION 5: GUARANTEE OF SIGNATURES (TO BE COMPLETED ONLY IF YOU COMPLETED SECTIONS 3 AND 4): All Subscription Right holders who specify special issuance or delivery instructions must have their signatures guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.

Any questions regarding this Rights Certificate and submitting payment in the Rights Offering may be directed to Registrar and Transfer Company, as the Subscription Agent, at (800)  ###-###-#### or ***@***.

You are advised to review the Prospectus and the Instructions as to Use of Carroll Bancorp, Inc. Rights Certificates included with this Rights Certificate. If you have any questions regarding the rights offering, please contact Keefe, Bruyette & Woods, Inc. at [—].