Unassociated Document








Exhibit 4.1





 


 



	
 NUMBER


- 1 -


 

	 	
SHARES


*10,300*







 





UNITED BANCORPORATION OF ALABAMA, INC.






INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE







Fixed Rate Cumulative Perpetual Preferred Stock, Series B







($1,000 Liquidation Preference)












This is to certify that THE UNITED STATES DEPARTMENT OF THE TREASURY is the owner of Ten Thousand Three Hundred (10,300) fully paid and non-assessable shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, liquidation preference $1,000 per share, of the Corporation, transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed.  The par value of each share shall be as set forth from time to time in the Corporation’s Certificate of Incorporation.  This Certificate and the shares represented hereby are issued and shall be held subject to all provisions of the Corporation’s Certificate of Incorporation and By-Laws and any amendments thereto, copies of which are on file in the Corporation’s main office, and to all provisions of which the holder hereof assents.


 







WITNESS the seal of the Corporation and the signatures of its duly authorized officers.







Dated:  September 3, 2010








	  	  	  
	
____________________________

	  	
_____________________________


	
Secretary

	  	
President











  





  











  








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.







THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF AN EXCHANGE 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 will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class of capital stock authorized to be issued, and the variations and the relative rights and preferences between shares of each series of preferred or other capital stock insofar as the same have been fixed and determined, and the authority of the Board of Directors to fix and determine the relative rights and preferences of subsequent 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:








	

TEN COM  -

	 	

as tenants in common

	 	

UNIF GIFT MIN ACT 

	- ................Custodian for..............	 
	 	 	 	 	 	

(Cust)                               (Minor)

	 
	

TEN ENT -

	  	

as tenants by the entireties

	  	  	


under, Uniform Gifts to Minors



	  
	
 

	  	
 

	  	  	
 

	  
	
JT TEN -

	  	
as joint tenants with the right of Survivorship and not as Tenants in common

	  	  	
Act...............................................




(State)



	  
	  	  	  	  	  	
 

	  





For value received, _______________ hereby sell, assign and transfer unto







PLEASE INSERT SOCIAL SECURITY OR TAX


IDENTIFICATION NUMBER OF ASSIGNEE


__________________________________________









	  	 	  
	
PLEASE PRINT OR TYPE NAME AND ADDRESS OF ASSIGNEE

	 	  
	  	 	  
	  	 	  
	  	

Shares

	
 


	
of the Common 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:

	  	 	 	  	 
	  	  	  	 	  	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	  	  	  	 	  	 
	  	  	  	 	
NOTICE:  THE SIGNATURES TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.