EXHIBIT 4.2


 


	
  SA - 1

  	
   

  	
  2,000

  



 


Fixed Rate Cumulative Perpetual
Preferred Stock, Series A, no par value per share (“Shares”)


Of


ATLANTIC 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 TWO THOUSAND
(2,000) 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 December 29,
2009


 


	
  /s/ Robert P. Trask

  	
   

  	
  /s/ Mark S. Simpson

  
	
  Robert
  P. Trask, President

  	
   

  	
  Mark
  S. Simpson, 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
INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER
PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE
SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE
WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY
SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.”


 


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