Fixed RateCumulative Perpetual Preferred Stock, Series T, par value $0.01 per share("Shares") Of SOUTHERNFIRST BANCSHARES, INC. A Corporationorganized under the laws of the state of South Carolina

EX-4.2 4 exhibit4-2.htm Exhibit 4.2

 

 

EXHIBIT 4.2

 

 

 

 

                            ST - - 1                                                                                                                                                              17,299

                                                                       

 

Fixed Rate Cumulative Perpetual Preferred Stock, Series T, par value $0.01 per share ("Shares")

Of

SOUTHERN FIRST BANCSHARES, INC.

A Corporation organized under the laws of the state of South Carolina

 

                                

This certifies that The United States Department of the Treasury is the owner of Seventeen thousand two hundred ninety nine (17,299) fully paid and non-assessable Shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized 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 to be sealed with the seal of the Corporation.

           

 

 

 

 

                                   Dated February 27, 2009

 

              /s/ R. Arthur Seaver, Jr.                                                                                               /s/ Gwen G. Bridges            

            R. Arthur Seaver, Jr., Chief Executive Officer                                                              Gwen G. Bridges, Secretary   

 

 

 

 

 

“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."

 

THE CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES OF SHARES AND DIFFERENT SERIES WITHIN A CLASS. ON REQUEST IN WRITING AND WITHOUT CHARGE, THE CORPORATION WILL FURNISH THE SHAREHOLDER WITH A SUMMARY OF THE THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE TO EACH CLASS AND THE VARIATIONS IN RIGHTS, PREFERENCES, AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE 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 list.

  

TEN COM

—

as tenants in common

 

UNIF GIFT MIN ACT —

 

Custodian

 

(Minor)

TEN ENT

—

as tenants by the entireties

 

under Uniform Gifts to Minors Act

 

 

 

(State)

JT TEN

—

as joint tenants with right of survivorship and not as tenants in common

 

 

 

 

 

 

 

For value received, the undersigned hereby sells, assigns and transfers unto   

 

                                                                                                                                                                             

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

 

Shares represented by the within Certificate, and hereby irrevocably constitutes and appoints                                                                     Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises.

 

Dated:                                                                         In presence of:                                                                                                                                            

 

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

                                                                                                                                                  & nbsp;