Exhibit 4.2


 


	
  Certificate
  #P – B1

  	
   

  	
  20,649 SHARES

  



 


INCORPORATED
PURSUANT TO THE LAWS OF THE STATE OF NEW JERSEY


 


UNITY BANCORP, INC.


This Corporation is authorized to issue 500,000 Preferred Shares,  with no Par Value


 


THIS
CERTIFICATE certifies that, for value received, the United States Department of
the Treasury is the owner of twenty thousand six hundred forty nine (20,649)
fully paid and non-assessable shares of Fixed Rate Cumulative Perpetual
Preferred Stock, Series B of the above corporation, transferable only on
the books of the Company 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 Bank.


 


 


Dated:
December 5, 2008


 


 


	
  /s/
  Alan Bedner

  	
   

  	
  /s/
  James A. Hughes

  
	
   

  	
   

  	
   

  
	
  Secretary
  or Treasurer

  	
   

  	
  President

  



 


 


Corporate Seal


 


SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS. SEE
REVERSE SIDE  


 

















 


“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.”


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto


 


	
   

  	
   

  	
   

  
	
  Please
  Print or Typwrite Name and Address of Assignee

  	
   

  	
  Please
  Insert Social Security or other Identifying Number 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
  the presence of

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


THE
SIGNATURE 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).