Exhibit 4.2


 




	
  RIGHTS
  CERTIFICATE #:

  	
   

  	
  NUMBER OF RIGHTS

  






 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE
SET FORTH IN THE COMPANY’S PROSPECTUS  DATED           
    , 2010 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN
BY REFERENCE.   COPIES OF  THE PROSPECTUS
ARE AVAILABLE UPON REQUEST FROM LAUREL HILL ADVISORY GROUP, LLC, THE
INFORMATION AGENT.


 


First Mariner Bancorp


Incorporated under the laws of the State of Maryland


 


NON - TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Non - Transferable Subscription Rights to Purchase Shares of
Common Stock of First Mariner Bancorp


 




	
  Subscription Price:

  	
   

  	
  $                   per Share

  






 


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
EASTERN STANDARD TIME,  ON               
    , 2010, UNLESS EXTENDED BY FIRST MARINER BANCORP


 


	
  REGISTERED

  	
   

  
	
  OWNER:

  	
   

  



 


THIS CERTIFIES THAT the registered owner whose name is
inscribed hereon is the owner of thenumber of
non-transferable subscription rights (“Rights”) set forth above. Each whole
Right entitles the holder thereof to subscribe
for and purchase           
share of Common Stock, with a par value
of  $0.05 per share, of First Mariner
Bancorp, a Maryland corporation, at a subscription price of $           per share
(the “Basic Subscription Privilege”), pursuant to a rights offering (the  “Rights Offering”), on the terms and subject to the conditions set forth
in the Prospectus and the  “Instructions as to Use of First Mariner Bancorp Rights Certificates”
accompanying  this
Subscription Rights Certificate.   If any
shares of Common Stock available for purchase in
the Rights Offering are not purchased by other holders of Rights pursuant to
the exercise of their Basic Subscription Privilege (the “Excess
Shares”), any Rights holder that exercises its  Basic
Subscription Privilege in full may subscribe for a number of Excess Shares
pursuant to the terms and conditions of the Rights
Offering, subject to proration, as described in the Prospectus (the “Over-Subscription Privilege”).   The
Rights represented by this Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on
the reverse side hereof and by retuning the full
payment of the subscription price for each share of Common Stock in accordance with the “Instructions as to Use of First Mariner Bancorp
Rights Certificates” that accompany this Subscription Rights Certificate.   THE RIGHTS
REPRESENTED BY THE SUBSCRIPTION RIGHTS CERTIFICATE ARE NON-TRANSFERABLE AND
THEREFORE, MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED.  


 


This Subscription Rights
Certificate is not valid unless countersigned by the subscription agent and
registered by the registrar. Witness the seal of First Mariner Bancorp and the
signatures of its duly authorized officers.


 


Dated:


 


 




	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  President

  	
   

  	
   

  	
  Secretary

  






 


 


	
   

  	
  COUNTERSIGNED AND
  REGISTERED:

  
	
   

  	
  AMERICAN STOCK TRANSFER
  & TRUST COMPANY,

  
	
   

  	
  (New York, N.Y.) TRANSFER AGENT
  AND REGISTRAR

  
	
   

  	
   

  
	
   

  	
  By:

  	
  

  
	
   

  	
  AURTHORIZED SIGNATURE 

  



 

















 


DELIVERY
OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


 


Delivery other than in the manner or to the addresses listed below will
not constitute valid delivery.


 




	
  If delivering by hand:

  American Stock Transfer & Trust Company, LLC

  Attn: Reorganization Department

  59 Maiden Lane

  New York, New York 10038

  	
   

  	
  If delivering by mail or overnight courier:

  American Stock Transfer & Trust Company, LLC

  Operations Center

  Attn: Reorganization Department

  6201 15th Avenue

  Brooklyn, New York 11219

  






 


PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


 


FORM 1-EXERCISE OF
SUBSCRIPTION PRIVILEGE


 


To
subscribe for shares pursuant to your Basic Subscription Privilege, please complete lines (a) and
(c) and sign under Form 2 below. 
To subscribe for shares pursuant to
your Over-Subscription Privilege, please also complete line (b) and sign under Form 2 below.  To the extent you subscribe for more Shares
than you are entitled under either the Basic Subscription Privilege or the
Over-Subscription Privilege, you will be deemed to have elected to purchase the
maximum number of shares for which you are entitled to subscribe under the
Basic Subscription Privilege  or
Over-Subscription Privilege, as applicable.


 


(a) EXERCISE OF BASIC
SUBSCRIPTION PRIVILEGE:


 


	
  I apply for 

  	
   

  	
   shares x $

  	
   

  	
  =  $

  	
   

  
	
   

  	
  (no. of new shares)

  	
   

  	
  (subscription price)

  	
   

  	
  (amount enclosed)

  



 


(b) EXERCISE OF OVER-SUBSCRIPTION
PRIVILEGE


 


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


 


	
  I apply for 

  	
   

  	
   shares x $

  	
   

  	
  =  $

  	
   

  
	
   

  	
  (no. of new shares)

  	
   

  	
  (subscription price)

  	
   

  	
  (amount enclosed)

  



 


	
  (c) Total Amount of
  Payment Enclosed

  	
  =

  	
  $

  	
   

  	
   

  



 


METHOD OF PAYMENT (CHECK ONE)


 


 ̈                            Certificate
check draft drawn on a U.S. bank, or postal telegraphic or express payable to “American
Stock Transfer & Trust Company, LLC as Subscription Agent.”


 


 ̈                            Wire transfer of
immediately available funds directly to the account maintained by American Stock Transfer & Trust Company, LLC, as
Subscription Agent, for purposes of accepting subscriptions in this Rights
Offering at JPMorgan Chase Bank, 55 Water
Street, New York, New York 10005, ABA #021000021, Account # 957-341334
American Stock Transfer FBO SAMPLE Corporation, with reference to the rights
holder’s name.


 


FORM 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)

  	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (and address if different
  than that listed on the Rights Certificate)

  
	
   

  
	
  Telephone number (including
  area code)

  	
   

  
			



 


FORM 3-SPECIAL ISSUANCE
INSTRUCTIONS (IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE SECTIONS 4
AND 5):


 


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 the transferee by operation of  law.  Evidence satisfactory to the
Company that any such permitted transfer is proper must be delivered by mail,
express mail or overnight courier to American Stock Transfer & Trust
Company, LLC. at the address specified above prior to the Effective 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

  	
   

  
				



 


FORM 4-ACKNOWLEDGEMENT (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  American Stock Transfer & Trust
Company, LLC, 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 of Registered
  Holder:

  	
   

  



 


	
  Date:

  	
   

  	
   

  



 


If signature is by a
trustee(s), executor(s), administrator(s), attorney(s)-in-fact, 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:

  	
   

  	
   

  



 


 


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


 


	
  Signature Guaranteed:

  	
   

  
	
  (Name of Bank or Firm)

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  
	
  (Signature of Officer)

  
				



 


IMPORTANT:  The signature(s) should be guaranteed by
an eligible guarantor institution (bank, stock broker, savings & loan
association or credit union) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


 


FOR INSTRUCTIONS ON THE USE
OF FIRST MARINER BANCORP SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT LAUREL HILL
ADVISORY GROUP, LLC, THE INFORMATION AGENT, AT (888) 742-1305.