EXHIBIT 4.2


 


	
  ST - 1

  	
  14,448

  



 


Fixed Rate Cumulative Perpetual
Preferred Stock, Series T, par value $0.01 per share (“Shares”)


Of


TIDELANDS BANCSHARES, INC.


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 Fourteen  thousand
four hundred forty-eight (14,448) 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

  	
  December 19, 2008

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert E.
  Coffee, Jr.

  	
   

  	
  /s/ Paul J. Kerwin

  
	
   

  	
  Robert
  E. Coffee, Jr., President

  	
  Paul
  J. Kerwin, DVM, 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 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