Exhibit 4.6

 

FORM OF
 SUBSCRIPTION RIGHTS CERTIFICATE

 

	
Subscription   Rights Certificate Number:
    	
 
    	
Number   of Subscription Rights:
    


 

Number of Common Shares for which You May Subscribe under Your Basic Subscription Rights:

 

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE

PROSPECTUS AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE

PROSPECTUS ARE AVAILABLE UPON REQUEST FROM REGISTRAR AND TRANSFER

COMPANY, AS THE CORPORATION’S SUBSCRIPTION AGENT

 

If You Exercise All of Your Basic Subscription Rights, You Will Be Entitled to Exercise an Over-Subscription Privilege, Subject to the Limitations Described in the Corporation’s Prospectus Dated [    ·    ], 2012 (the “Prospectus”).

 

The Rights Offering expires at 5:00 p.m. Eastern Time, on July 16, 2012.  Mackinac Financial Corporation may extend the Rights Offering without notice to you.

 



 

Incorporated under the laws of the State of Michigan

 

SUBSCRIPTION RIGHTS CERTIFICATE

 

Evidencing Non-Transferable Subscription Rights to Purchase Common Shares

Subscription Price: $5.75  Per Share

 

VOID IF NOT EXERCISED BEFORE THE EXPIRATION DATE (AS DEFINED IN THE PROSPECTUS)

 

REGISTERED OWNER:

 

THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (the “Subscription Rights”) set forth above, each full right of which gives the owner a basic subscription right that entitles the owner to subscribe for and purchase approximately one (1) common share, no par value per share, of Mackinac Financial Corporation, a Michigan corporation, on the terms and subject to the conditions set forth in the Prospectus. If all of such basic subscription rights are exercised, such owner will be entitled to exercise an over-subscription privilege, subject to the limitations described in the Prospectus. The Subscription Rights represented by this Subscription Rights Certificate may be exercised by duly completing Section 1 on the reverse side hereof and by returning the full payment of the Subscription Price for each common share as described on the reverse side hereof. Special delivery instructions may be specified by completing Section 2 on the reverse side hereof. THE SUBSCRIPTION RIGHTS EVIDENCED BY THIS SUBSCRIPTION RIGHTS CERTIFICATE ARE NOT TRANSFERABLE AND MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE HEREOF IS COMPLETED AND SIGNED, WITH A SIGNATURE GUARANTEE, IF APPLICABLE. This certificate is governed by the laws of the State of Michigan.

 

Witness the signature of the duly authorized officers of Mackinac Financial Corporation

 

Dated: [·], 2012

 

	
 
    	
 
    	
 
    


 











 

REGISTRAR AND TRANSFER COMPANY

as TRANSFER AGENT AND REGISTRAR

 

	
By:
    	
 
    	
 
    	
 
    
	
 
    	
(Authorized   Signature)
    	
 
    	
 
    


 

 

DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE

 

	
 
    	
 
    	
By Hand or Overnight Courier
    
	
 
    	
 
    	
(Until 5:00 p.m. Eastern Time on
    
	
By First Class Mail:
    	
 
    	
the expiration date of the rights offering):
    


 

	
Registrar and Transfer Company
    	
 
    	
Registrar and Transfer Company
    
	
P.O. Box 645
    	
 
    	
10 Commerce Drive
    
	
Cranford, NJ 07016
    	
 
    	
Cranford, NJ 07016
    
	
Attn: Reorg/Exchange Dept.
    	
 
    	
Attn: Reorg/Exchange Dept.
    


 

Delivery of this Subscription Rights Certificate to an address other than as set forth above does not constitute

valid delivery.

 

	
SECTION 1
    	
 
    	
SECTION 2
    
	
 
    	
 
    	
 
    
	
IF   YOU WISH TO SUBSCRIBE FOR YOUR FULL SUBSCRIPTION PRIVILEGE OR A PORTION   THEREOF:
    	
 
    	
SPECIAL   ISSUANCE OR DELIVERY INSTRUCTIONS FOR SUBSCRIPTION RIGHTS HOLDERS.
    
	
 
    	
 
    	
 
    
	
Method   of Exercise Of Rights
    	
 
    	
 
    
	
 
    	
 
    	
If   this Section 2 is left blank, shares will be issued to you as record   holder of the Subscription Rights and delivered to your registered address.
    
	
In   order to exercise your Basic Subscription Privilege and Over-Subscription   Privilege, 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 Privilege and   Over-Subscription Privilege.  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 July 16,   2012, unless such date is extended by the Company.
    	
 
    
	
 
    	
 
    
	
 
    	
(a) To   be completed ONLY if the certificate representing the Common Shares is to be   issued in a name other than that of the registered holder. DO NOT FORGET TO   COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
(Please   Print Name)
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
(Print   Full Address)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(Taxpayer   ID # or Social Security #)
    
	
 
    	
 
    	
 
    
	
Full   payment for the shares of Common Stock subscribed for pursuant to your Basic   Subscription Privilege and Over-Subscription Privilege must be made payable   in United States dollars by wire transfer to TD Bank, 600 Atrium Way, Mt.   Laurel, NJ 08054 f/b/o Registrar and Transfer Company as rights offering   agent, Account No. 276-053-5977, ABA No. 031-201-360, personal   check drawn on a U.S. bank, or a certified check, in each case payable to   “Mackinac Financial Corporation.” 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.

 

The   undersigned hereby irrevocably exercises one or more subscription rights to   subscribe for common shares as indicated below, on the terms and subject to the   conditions specified in this
    	
 
    	
(b) To   be completed ONLY if the certificate representing the Common Shares is to be   sent to an address other than that shown on the front of this Subscription   Rights Certificate. DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.
    
	
 
    


 











 

	
Prospectus:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Basic Subscription Rights
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
I   exercise:

 

 

 

 

 

 

 

                              rights x           $5.75        =

(no.   of whole rights)    (Subscription   Price)  (amount enclosed)

 

The   undersigned hereby irrevocably exercises one or more subscription rights to   subscribe for common shares as indicated below, on the terms and subject to the   conditions specified in this Prospectus:

 

Over-Subscription Privilege

 

If   you have exercised all of your Basic Subscription Rights and wish to   subscribe for additional shares up to the total number of unsubscribed shares,   you may exercise your Over-Subscription Privilege.
    	
 
    	
 GUARANTEE OF SIGNATURE(S):

 

YOU MUST   HAVE YOUR SIGNATURE GUARANTEED IF YOU WISH TO HAVE YOUR SHARES DELIVERED TO   AN ADDRESS OTHER THAN YOUR OWN OR TO A SHAREHOLDER OTHER THAN THE REGISTERED   HOLDER.

 

Your   signature must be guaranteed by an Eligible Guarantor Institution, as defined   in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.   These generally include (a) a commercial bank or trust company, (b) a   member firm of a domestic stock exchange or (c) a credit union.

 

 

 
    
	
 
    
	
 
    
	
 
    
	
 
    
	
 
    	
 
    
	
 
    	
(Name   of Bank or Firm)
    
	
 
    	
\\
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
(Signature   of Officer)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
I   apply for:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
                                            x             $5.75          = $
    	
 
    	
 
    	
 
    
	
(no.   of over-subscription shares applied for)
    	
(Subscription   Price)
    	
(additional   amount enclosed)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Total Amount Enclosed:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
$
    	
 
    	
 
    	
 
    	
 
    
	
(sum   of basic plus over-subscription amounts)
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
TO   SUBSCRIBE: I acknowledge that I have received the Prospectus for this   offering and I hereby irrevocably subscribe for the number of shares   indicated above on the terms and conditions specified in the Prospectus. I   acknowledge and agree that the Corporation may accept or reject my   subscription at any time.
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Signature(s) of   Subscriber(s):
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
THE SIGNATURE(S) MUST CORRESPOND IN EVERY PARTICULAR,   WITHOUT ALTERATION, WITH THE NAME(S) AS PRINTED ON THIS SUBSCRIPTION   RIGHTS CERTIFICATE.
    	
 
    	
 
    	
 
    
							


 











 

	
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(s):
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Capacity   (Full Title):
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Taxpayer   ID # or Social Security #:
    	
 
    	
 
    	
 
    	
 
    
							


 

FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM