Form of Stock Certificate


 Exhibit 4.2 
 

 
  
 Exhibit 4.2

 SEE REFERENCE TO RESTRICTIONS ON REVERSE SIDE UST No. 440 
 INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS 
 NUMBER A001 
 SHARES 45,000 
 METROCORP BANCSHARES, INC. 
 FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A 
 THIS CERTIFIES THAT the United States Department
of the Treasury is the registered holder of forty-five thousand (45,000) fully paid and non-assessable shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, $1.00 par value, of MetroCorp Bancshares, Inc., 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 Corporations as of January
            , 2009. 
 Chief Executive Officer Secretary

 © GOES 503 
 All Rights Reserved 






 

 
  
 No. A-001

 METROCORP BANCSHARES, INC. 
 CERTIFICATE 
 FOR 
 45,000 
 SHARES 
 OF 
 PREFERRED STOCK 
 ISSUED TO 
 United States Department of the 
 Treasury 
 Dated January             ,
2009 
 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 CORPORATION IS AUTHORIZED
TO ISSUE SHARES OF MORE THAN ONE CLASS OF STOCK OR SERIES PURSUANT TO THE AUTHORITY GRANTED IT UNDER THE ARTICLES OF INCORPORATION OF THE CORPORATION. THE CORPORATION WILL FURNISH A COPY OF SUCH ARTICLES TO THE RECORD HOLDER OF THE CERTIFICATE
WITHOUT CHARGE ON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE . 
 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 
 For Value
Received,            hereby sell, assign and transfer unto             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
             
 In presence
of                                     
 NOTICE. THE SIGNATURE OF 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.