Form of Certificate for the Series N Preferred Stock



 Exhibit 4.1 
 

 







 BANK OF AMERICA CORPORATION 
 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 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 the entireties	  	 (CUST)                    (Minor)

	JT TEN	  	    -    	  	as joint tenants with right of survivorship	  	under Uniform Gifts to Minors Act
	 	  		  	and not as tenants in common	  	             (STATE)


	 	  		  		  	UNIF TRF MIN ACT                        Custodian (until age. . . ). .
..
	 	  		  		  	 (CUST)                            (MINOR)

	 	  		  		  	under Uniform Transfers 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 
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 
  

			
	  
	 	

 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE) 
  

			
	  
	 	
		
	  
	 	

  

			
	  
	 	shares                

 of the capital 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:	  	
			
		  	  
	  	
		  	Signature:	  	
		  	NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY
CHANGE WHATEVER.

 SIGNATURE(S) GUARANTEED: 
 THE SIGNATURE(S) SHOULD BE GUARANTEED 
 BY AN ELIGIBLE GUARANTOR INSTITUTION 
 (Banks, Stockbrokers, Savings and Loan Associations 
 and Credit Unions) WITH MEMBERSHIP IN AN 
 APPROVED SIGNATURE GUARANTEE MEDALLION 
 PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15.