EXHIBIT
4.3


 


	
  SB - 1

  	
   

  	
  50

  



 


Fixed Rate Cumulative Perpetual Preferred Stock, Series B, 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 Fifty (50) 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