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