a139143fouroaksfincorpri







FO   UR      OA   KS FINCORP   ,    INC   .   NORTH    CAROL   IN   A   SEAL   THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET   FORTH IN THE COMPANY’S PROSPECTUS (THE “PROSPECTUS”) AND ARE   INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE   AVAILABLE UPON REQUEST FROM REGISTRAR AND TRANSFER COMPANY, AS THE                    SUBSCRIPTION AGENT   Incorporated under the laws of the State of North Carolina   NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE   VOID IF NOT EXERCISED BEFORE THE EXPIRATION TIME   (AS DEFINED IN THE PROSPECTUS)   Evidencing Non-Transferable Rights to   Purchase Shares of Common Stock   REGISTERED OWNER:   COUNTERSIGNED   AND    REGISTERE   D      REGISTRAR    AND TRANSER COM   PAN   Y         (CRANFORD,    NJ   )      TRANSFER    AGENT   AND    REGISTRA   R   B   Y   AUTHORIZED SIGN   ATUR   E   THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of Rights set forth above, each of which entitles the owner to subscribe for and purchase three (3) shares of common stock,   $1.00 par value per share (the “Basic Subscription Privilege”), and, subject to the full exercise of the Basic Subscription Privilege, to purchase a portion of any shares of common stock that are not purchased by other holders of   Rights through the exercise of their Basic Subscription Privilege (the “Oversubscription Privilege”), of Four Oaks Fincorp, Inc., a North Carolina corporation, subject to the commitment by and right of first refusal in favor of, the   standby investor, and on the terms and subject to the conditions and limitations set forth in the Prospectus and instructions relating hereto on the reverse side hereof and in the instructions as to the use of the certificate included   in this mailing. The non-transferable Rights represented by this Subscription Rights Certificate may be exercised by duly completing Section 1 on the reverse side hereof and by returning the full payment of the subscription price   for each share of common stock as described on the reverse side hereof. Special issuance instructions may be specified by completing Section 2 on the reverse side hereof. THE RIGHTS EVIDENCED BY THIS SUBSCRIPTION   RIGHTS CERTIFICATE ARE NOT TRANSFERABLE AND MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE HEREOF IS COMPLETED AND SIGNED, WITH A SIGNATURE GUARANTEE, IF APPLICABLE. This certificate   is governed by the laws of the State of North Carolina.   Dated:   SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER   SUBSCRIPTION RIGHTS CERTIFICATE NO.   SUBSCRIPTION PRICE:   $1.00 PER FULL SHARE   NUMBER OF RIGHTS   CO   RPORATE    





 







DELIVE   RY    OPTIONS FOR RIGHTS CE   RTIFIC   AT   E                     By First Class Mail   :         By Hand or O   ve   rnight Cou   rie   r   (Until 5:00   p.m   . Easte   rn    Time o   n   the   expi   ration date of the   rights of   fe   ring)   :                     Registrar and    T   ransfer Compan   y         Registrar and    T   ransfer Compan   y      P.O. Box 64   5         ATTN: Reorg/Exchange Dept   .      Cranford, NJ 0701   6         10 Commerce Driv   e      Attn: Reorg/Exchange Dept   .         Cranford, NJ 0701   6                  DELIVE   RY    OF THIS SUBSCRIPTION RIGHTS CERTIFIC   ATE   TO    AN    ADDRESS OTHER THAN    AS SET FORTH    ABOVE      DOES NOT CONSTITUTE   VALID DELIVE   RY   SECTION   1   Basic Subscription Right   s   I exercise   :   _______________ x       3       = ______________________   _          (no. of your rights)            (ratio)                 (total no. of your new shares   )   Therefore, I apply fo   r   _______________ x            $ 1.00               = ______________________   _         (no. of new shares)               (subscription price)                            (amount enclosed   )                      Oversubscription Privileg   e   If you fully exercise your Basic Subscription Privilege, you may subscribe for      additional shares by exercising your Oversubscription Privilege.       I apply for   :    _______________ x            $ 1.00               = ______________________   _         (no. of new shares)               (subscription price)                            (amount enclosed   )                                                                                                                                                                   Total   Amount    Enclosed   : $    _______________________________________   _                                                                              (Sum of Basic Subscription Privilege amoun   t                                         plus Oversubscription Privilege amount   )   Payment   Options:   (1)   Send   a personal    check   drawn   on   a   U.S.   bank   payable      to    “Registrar   and    T   ransfer   Compan   y,   as   Subscription    Agent   for    Four   Oaks      Fincorp,   Inc.,”   OR   (2)   Send   a   certified   check   payable   to   “Registrar   and   Transfer   Compan   y,   as   Subscription    Agent   for   Four   Oaks   Fincorp,   Inc.,”   drawn    upon   Four      Oaks    Bank    &    T   rust    Compan   y,   OR    (3)    Wire   transfer   the    subscription   payment      to   the   segregated   account   maintained    by   “Registrar    and    T   ransfer   Compan   y,   as      Subscription    Agent for Four Oaks Fincorp, Inc.   ”   TO    SUBSCRIBE:    I   acknowledge    that    I   have   received   the    Prospectus   for    this      o   ffering   and   I hereb   y   irrevocably   subscri   be   for    the   number   of    shares   indicated      above   on   the   terms   and   conditions   specified   in   the   Prospectus.   I hereby   agree   that   if   I fail   to   pay   for   the   shares   of   common   stock   for   which   I have   subscribed,      the subscription will be invalid.      Signature(s) of Subscriber(s   )   ___________________      Indicate,   by   initialing    in   the   provided    blank   that   you   are      aware    of   the   absence    of   deposit    insurance    covering    the   securities    being    sold      pursuant to this Subscription Rights Certificate. IMPOR   TAN   T:   THE   SIGN   ATURE(S)   MUST   CORRESPOND    IN   EVE   RY      PARTICULAR,   WITHOUT    A   LTER   ATION,   WITH   THE   NAME(S)    AS   PRINTED      ON THE REVERSE OF THIS SUBSCRIPTION RIGHTS CERTIFIC   ATE   .   If   signature   is   by   trustee(s),   executor(s),   administrator(s),   guardian(s),      attorney(s)-in-fact,   agent(s),   officer(s)   of   a   corporation   or   another   acting   in   a   fiduciary   or   representative   capacity   ,   please   provide   the   following   information   (please print). See the accompanying instructions.      Name(s): _____________________________________________________   _   Capacity    (Full    Title):__________________________________   _   Taxpayer ID # or Social Security #: ____________________   _   SECTION   2   SPECIA   L   ISSUANCE   INSTRUCTIONS   FOR   SUBSCRIPTION   RIGHTS      HOLDERS:      If   this   Section    2   is   left   blank,    shares   wi   ll   be   issued   to   you    as   record   holder      of the Subscription Rights   .   To   be   completed    ON   LY      if   the   common    stock   is   to   be   issued    in   a   name    other      than   that   of    the   registered   holde   r.   DO   NO   T   FORGE   T   TO    COMPLETE    THE      GUARANTEE OF SIGN   ATURE(S) SECTION BELO   W.      ISSUE COMMON S   TOCK    T   O   :   (Please Print Name   )      (Print    Full   Address   )   (Taxpayer ID # or Social Security #   )   GUARANTEE OF SIGN   ATURE(S)   :   YOU   MUST   HA   VE    YOUR   SIGN   ATURE   GUARANTEED    IF    YOU   WISH   TO      H   AVE    YOUR   SHARES   ISSUED   TO    A      SHAREHOLDER   OTHER   THAN   THE      REGISTERED HOLDER   .   Your   signature    must   be   guaranteed    by   an   Eligible    Guarantor    Institution,   as      defined   in   Rule   17Ad-15   of   the   Securities   Exchange   Act   of   1934,   as   amended.   These   generally    incl   ude   (a)   a commercial    bank   or   trust   compan   y,   (b)   a member      firm of a domestic stock exchange, or (c) a credit union. (Name of Bank or Firm   )   By:  _______________________________________   _                               (Signature of Officer)