EX-4.2



 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 UNITED COMMUNITY FINANCIAL CORP. AT 330-742-0472. 

The Rights Offering expires at 5:00 p.m., Eastern Time, on _____________. United Community Financial Corp. (the
“Company”) may extend the rights offering without notice to you until _____________ (such date and time, as it may be extended, the “Expiration Date”). 
 RIGHTS CERTIFICATE NO. 
 CUSIP 

NUMBER OF RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE 

INCORPORATED UNDER THE LAWS OF THE STATE OF OHIO 
 REGISTERED OWNER: 
 United Community 

Financial Corp. 
 COUNTERSIGNED AND REGISTERED 
 REGISTRAR AND
TRANSFER COMPANY (CRANFORD, NJ) TRANSFER AGENT AND REGISTRAR BY 
 AUTHORIZED SIGNATURE 

SUBSCRIPTION RIGHTS CERTIFICATE 
 Evidencing Non-Transferable Rights to Purchase Shares of Common Stock Subscription Price: $2.75 Per Share 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, no par value
(“Common Stock”), (each a “Record Date Stockholder”), as of 5:00 Eastern Time on March 21, 2013 (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 a Record Date Stockholder to a basic subscription right (the “Basic Subscription Right”) and an over-subscription option (the “Over-Subscription Option”). The
Basic Subscription Right gives each Record Date Stockholder the opportunity to purchase 0.06 share of Company Common Stock at a subscription price of $2.75 per share. Fractional shares of Company Common Stock resulting from the exercise of the Basic
Subscription Right will be eliminated by rounding down to the nearest whole share. In the event that a Record Date Stockholder purchases all of the shares of Company Common Stock available pursuant to the Record Date Stockholder’s Basic
Subscription Right, the Record Date Stockholder may also choose to exercise an Over-Subscription Option, subject to the Company’s acceptance of such subscription, reduction or proration and other limitations as described in the Prospectus, to
subscribe for a portion of any shares of Company Common Stock that are not purchased by other Record Date Stockholders through the exercise of their Basic Subscription Rights. 
 DATED: 
 PRESIDENT AND CHIEF EXECUTIVE OFFICER

 SECRETARY 







 



 
 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 
 Option, 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 shares of Common Stock subscribed for under your Basic Subscription Right and Over-Subscription Option. To be timely, the
Subscription Agent must receive the properly completed and executed Rights Certificate and payment in full for the shares of Common Stock subscribed for at or before 5:00 p.m., Eastern Time, on _____________, unless such date is extended by the
Company to no later than _____________. 
 Full payment for the shares of Common Stock subscribed for pursuant to
your Basic Subscription Right and Over-Subscription Option must be made payable in United States dollars by wire transfer, personal check drawn on a U.S. bank, or certified check drawn on Home Savings, in each case payable to “Registrar and
Transfer Company.” 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 Subscription 

Rights represented by this Rights Certificate and the maximum number of shares of Common Stock for which you may subscribe
under your Basic Subscription Right are set forth on the front of this Rights 
 Certificate. Please see
“The Rights Offering–The Subscription Rights” 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
shares of Common Stock 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: 
 Number of Shares 

of Common Stock Payment Due 
 Subscribed for Under Basic 
 Under Your Basic
Subscription 
 Subscription Right Subscription Price Right 

X $ 2.75 = $ 
 Step 2 – Over-Subscription Option 
 I have
exercised my full Basic Subscription Right and in addition to my full Basic 
 Subscription Right I wish to
subscribe for additional shares under my Over- 
 Subscription Option as follows: 

Number of Shares 
 of Common Stock Payment Due 
 Subscribed for Under
Over- 
 Under Your Over- Subscription 
 Subscription Option* Subscription Price Option 
 X
$ 2.75 = $ 
 *The maximum number of shares you may subscribe for under 

your Over-Subscription Option is equal to 1,818,181 shares less 

the number of shares you subscribed for under your full Basic 

Subscription Right. 
 Step 3 – Total Shares and Total Amount Enclosed 
 Total Amount 
 Total Shares: Subscription Price
Enclosed: 
 X $2.75 = $ 
 Number of Shares Total Payments 
 of Common Stock
Due under Basic 
 Subscribed for under Subscription Right 

Basic Subscription Right (Step 1) plus Over- 
 (Step 1) plus Over- Subscription Option 

Subscription Option (Step 2) 
 (Step 2) 
 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 shares of Common Stock indicated above on the terms and conditions set forth in the Prospectus. 

Signature of Subscriber(s) 
 (address if different than that listed _______________________________ on this Rights Certificate) _______________________________ Telephone number (including area code)
_______________________________ 
 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 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 subscribed for are to be issued in a name other than that of the
registered holder. 
 Issue Shares to: _____________________________ Soc. Sec. #/Tax ID#:
__________________________ 
 Address: ________________________________________________
________________________________________________ ________________________________________________ 
 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. 
 Signature(s) of Registered Holder: __________________________________ __________________________________ Date: __________________________ 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). 
 Name: ______________________________ Capacity: ________________ Soc. Sec. #/Tax ID #: _________________________ Address: Phone: 

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. 

Name of Firm: __________________________________________________ Authorized Signature:
____________________________________________ Address: ______________________ Name: _________________________ ______________________________ ______________________________ Title: ___________________________ City, State, Zip Code:
________________________ ________________________ Area Code and Telephone Number: _________________________________ 
 Any questions regarding this Rights Certificate or submitting payments in the 
 Rights Offering may be directed to Registrar and Transfer Company at (800) 368-5948 or info@rtco.com. 
 You are advised to review the Prospectus and the Instructions as to Use of United Community Financial Corp. Rights Certificates included with this Rights Certificate. Additional copies of
these materials may be obtained from the Company by calling Troy Adair at (330) 742-0472.