Form of Certificate for the Series A Preferred Stock



 

 
  
 GOES KG2 LITHO IN
U.S.A 
 A Quality Law Office Product of James Williams & Co., Inc. P.O. Box 127, Yadkinville, NC 27055 
 INCORPORATED UNDER THE LAWS OF THE WITHIN NAMED STATE 
 NUMBER 1 
 SHARES 31,260 
 BNC Bancorp, A North Carolina Corporation Fixed Rate Cumulative Perpetual Preferred Stock Series A 
 This Certifies that the United States Department of the Treasury is the registered holder of Thirty-one Thousand Two Hundred Sixty
(31,260) Shares transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properby endorsed. 
 In Wittness Whereof, the said Corporation has caused this certificate to be signed by its duly authorized officers and its 
 Corporate Seal to be hereunder affixed this 2nd day of December A.D.2008 
 Asst. Secretary 
 President 
 JW&Co. 
 ©GOES KG2 
 All Rights Reserved 







 

 
  
 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(I) 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. 
 For value Received, here by sell, assign and transfer under shares represented by the within certificate and do hereby, 
 irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within named corporation with full 
 Power of substitution in the premises. Dated A.D. 20 for 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.