Form of Series A Preferred Stock Certificate


 Exhibit 4.2 
 

 
 SEE REFERENCE TO RESTRICTIONS ON REVERSE SIDE 
 INCORPORATED UNDER THE LAWS OF THE STATE OF TEXAS 
 NUMBER A 001 SHARES 34,000 
 ENCORE 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 thirty-four thousand (34,000) fully paid and non-assessable shares of Fixed Rate Cumulative Perpetual
Preferred Stock, Series A, $1.00 par value, of Encore 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. 

PREFERRED 
 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 as of December 5, 2008. 
 Chief Executive Officer Secretary 
 © GOES 503 






 

 
 No. A 001 
 ENCORE BANCSHARES, INC. 
 CERTIFICATE FOR 34,000 SHARES OF PREFERRED STOCK

 ISSUED TO United States Department of the Treasury DATED December 5, 2008 
 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 WON 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, 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