EXHIBIT 4.2


 


	
  SA - 1

  	
   

  	
  1,000

  



 


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


Of


BANKGREENVILLE FINANCIAL CORPORATION


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 One thousand (1,000) 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
  February 13, 2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
    /s/ Russel T.
  Williams

  	
   

  	
   /s/ Paula S. King

  
	
   

  	
  Russel T. Williams,
  President

  	
   

  	
  Paula S. King, 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