Hawthorn Bancshares, Inc. Fixed Rate Cumulative Perpetual Preferred Stock, Series 2008 Stock Certificate

Contract Categories: Business Finance › Stock Agreements
Summary

This document is a stock certificate issued by Hawthorn Bancshares, Inc. for its Fixed Rate Cumulative Perpetual Preferred Stock, Series 2008. It certifies ownership of a specified number of shares, which are fully paid and non-assessable, and outlines transfer restrictions. The certificate also notes that the shares are not insured by government agencies and are subject to certain resale limitations under securities laws, including restrictions to qualified institutional buyers unless registered or exempt. The certificate can only be transferred on the corporation's books with proper endorsement.

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EX-4.2 4 exhibit3.htm EX-4.2 EX-4.2

Exhibit 4.2

[Front of Stock Certificate]

     
NUMBER
  SHARES
-X-
  XX
 
   
     
INCORPORATED UNDER THE LAWS OF
THE STATE OF MISSOURI
  SEE REVERSE FOR STATEMENT AS TO THE
RIGHTS, PREFERENCES, PRIVILEGES AND
RESTRICTIONS ON SHARES

HAWTHORN BANCSHARES, INC.

Fixed Rate Cumulative Perpetual Preferred Stock, Series 2008

30,255 SHARES AUTHORIZED, $0.01 PAR VALUE

         
This Certifies that
  Specimen   is the
 
      
registered holder of
  XX (XX)   Shares
 
      

of Fully Paid and Non-Assessable Fixed Rate Cumulative Perpetual Preferred Stock, Series 2008,

transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.

                         
In Witness Whereof, the said Corporation has caused this Certificate to be signed
by its duly authorized officers and its Corporate Seal to be hereunto affixed
this
  XX   day   of   XXXXX   A.D.   XXXX
 
                  
 
     
Secretary
  President

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[Back of Stock Certificate]

HAWTHORN BANCSHARES, INC.

THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE 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 OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.

         
For Value Received, ______ hereby sell, assign and transfer
unto___________________________________________________
_________________________________________________ Shares
represented by the within Certificate, and do hereby
irrevocably constitute and appoint
        
_______________________________________________ Attorney
to transfer the said Shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated _______________________ 19________
In presence of
     —  

     

NOTICE. THE SIGNATURE OF 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.

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