TEN COM - as tenants in common UNIF GIFT MIN ACT- CustodianTEN ENT - as tenants by theentireties (CUST) (Minor)JT TEN - as jointtenants with right ofsurvivorship under Uniform Gifts to Minors Act and not as tenants in common UNIF TRF MIN ACT (STATE) Custodian(until age __). (CUST) (MINOR) under Uniform Transfersto Minors Act (STATE)Additional abbreviations may also be used though not in the above list.

EX-4.2 3 c80006exv4w2.htm EXHIBIT 4.2 Filed by Bowne Pure Compliance
Exhibit 4.2
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.
THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.
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:
                 
TEN COM
 
-     as tenants in common
  UNIF GIFT MIN ACT-   Custodian
TEN ENT
 
-     as tenants by the entireties
      (CUST)   (Minor)
JT TEN
 
-     as joint tenants with right of survivorship
  under Uniform Gifts to Minors Act  
 
 
and not as tenants in common
  UNIF TRF MIN ACT   (STATE)
Custodian (until age __).
 
          (CUST)
(MINOR)
   
        under Uniform Transfers to Minors Act                            
 
            (STATE)
Additional abbreviations may also be used though not in the above list.    
For Value Received,                      hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
 
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)
 
  shares
of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
  Attorney
to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
         
Dated:                      20  _____ 
       
 
 
 
Signature:
   
 
       
 
 
 
Signature:
   
SIGNATURE(S) GUARANTEED:
  NOTE: 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 WHATEVER.    
 
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

 

 


 

TRANSFER OF THIS CERTIFICATE
IS RESTRICTED
SEE LEGEND ON REVERSE SIDE
Fixed Rate Cumulative perpetual preferred stock, Series a NO PAR VALUE
PLUMAS BANCORP Shares 11,949
THIS CERTIFIES THAT UNITED STATES DEPARTMENT OF TREASURY
IS THE OWNER OF
** ELEVEN THOUSAND NINE HUNDRED FORTY NINE SHARES **
FULLY PAID AND NON-ASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A OF
Plumas Bancorp transferable in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented herby tare subject to the previsions of the Articles of Incorporation, all amendments thereto, and the Bylaws of the Corporation, and to the rights, preferences and voting powers of the Preferred stock of the corporation now or hereafter outstanding; the terms of all such provision, rights, preferences and voting power being incorporated herein by references.
IN WITNESS THEREOF, Plumas Bancorp has caused this certificate to be executed by signatures of its duly authorized officers.
DATED JANUARY 30, 2009