Form of Stock Certificate for Series D



 Exhibit 4.5 
  





 







 COMMUNITY FINANCIAL SHARES, INC. 
 Subject to any applicable regulatory approvals, the Board of Directors of Company is authorized by vote or votes, to provide for the issuance of serial preferred stock in series and to fix and state the voting
powers, designations, preferences and relative, participating, optional, or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof. The Company will furnish to any shareholder upon request
and without charge a full description of each class of stock and any series thereof. 
  

 
 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 entireties	  		 	(Cust)	 		  	(Minor)
	JT TEN	 	–	 	as joint tenants with right of survivorship	  		 		 		  	
		 		 	not as tenants in common	  		 	under Uniform Gifts to Minors Act
					
		 		 		  		 	 
		 		 		  		 	(State)
						
		 		 		  	UNIF TRF MIN ACT	 	 	 	Custodian (until age
                                )
		 		 		  		 	(Cust)	 		  	


													
							
		 		 		  		 	 	 	 	 	under Uniform Transfers
		 		 		  		 	(Minor)	 		 	


													
		 		 		 		 	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

  

					
	    SOCIAL SECURITY OR 
TAXPAYER     IDENTIFICATION NUMBER	  	PLEASE PRINT OR TYPE – NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE	  	 
	 	  		  	 
	 	  	 	  	SHARES
		  		  	 
	 	 	 
	 	  	 	  	 

  

					
	    SOCIAL SECURITY OR 
TAXPAYER     IDENTIFICATION NUMBER	  	PLEASE PRINT OR TYPE – NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE	  	 
	 	  		  	 
	 	  	 	  	SHARES
		  		  	 
	 	 	 
	 	  	 	  	 

 of the preferred 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(s)

			
	IMPORTANT	 		    	
	 A NOTARY SEAL IS NOT ACCEPTABLE. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION SUCH AS A COMMERCIAL BANK, TRUST COMPANY, SAVINGS AND LOAN,
CREDIT UNION OR BROKER WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17AD-15.
	 		    	 Signature(s)

 
 NOTICE: THE SIGNATURE(S) ON THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, OR BY A NEW YORK OR MIDWEST STOCK
EXCHANGE MEMBER OR FIRM, WHOSE SIGNATURE IS KNOWN TO THE TRANSFER OFFICE.

		 		    	
		 		    	 Medallion Signature(s) Guarantee


 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT (PROVIDED THAT THE TRANSFEROR PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF A SELLER REPRESENTATION LETTER AND, IF APPLICABLE, A BROKER
REPRESENTATION LETTER) THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE).