ex4-1.htm


    EXHIBIT
4.1

     

    CERTIFICATE
REPRESENTING CENTRAL JERSEY BANCORP’S

    FIXED
RATE CUMULATIVE PERPETUAL SENIOR PREFERRED STOCK – SERIES A,

    PAR
VALUE $0.01

    


    [FRONT OF
CERTIFICATE]

    


    NUMBER
1

    11,300
SHARES

    


    INCORPORATED
UNDER THE LAWS OF THE STATE OF NEW JERSEY

    CENTRAL
JERSEY BANCORP

    10,000,000
SHARES PREFERRED STOCK, PAR VALUE $0.01

    11,300
SHARES FIXED RATE CUMULATIVE PERPETUAL SENIOR PREFERRED

    STOCK –
SERIES A, PAR VALUE $0.01

    


    This
Certifies that United States Department of Treasury

    is the
owner of Eleven Thousand – Three Hundred (11,300)

     

    fully
paid and non-assessable Shares of Capital Stock of the above named 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 its Corporate Seal to be hereunto affixed
this 23rd day of
December, 2008

     

    


    
      
        	
                /s/ Robert S. Vuono

              	 
      
	
                Treasurer/Secretary

              	 
      
	 
      	 
      
	
                /s/ James S. Vaccaro

              	 
      
	
                President

              	 
      
	 	 


      

    

    Corporate
Seal

     

    [REVERSE
OF CERTIFICATE]

     

    EXPLANATION
OF ABBREVIATIONS

    


    The
following abbreviations, when used in the inscription of ownership on the face
of this certificate, shall be construed as if they were written out in full
according to applicable laws or regulations.  Abbreviations, in
addition to those appearing below, may be use.

     

    
      
        
          	
                  JT
      TEN

                	
                  As
      joint tenants with right of survivorship and not as tenants in
      common

                
	 	 
	
                  TEN
      COM

                	
                  As
      tenants in common

                
	 	 
	
                  TEN
      ENT

                	
                  As
      tenants by the entireties

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  UNIF
      GIFT MIN ACT

                	
                  Uniform
      Gifts to Minors Act

                
	 	 
	
                  CUST

                	
                  Custodian
      for

                
	 	 
	
                  UNIF
      TRANS MIN ACT

                	
                  Uniform
      Transfers to Minors Act

                
	 
      	 
      


        

      

    

     

     

     

    For Value
Received, ____________________________ hereby sell, assign and transfer unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
[_______________]____________________________________________________________________________________
Shares represented by the within Certificate,
and do hereby irrevocably constitute and appoint ____________________________________________________________Attorney
to
transfer the said Shares on the books of the within named Corporation with
full
power of substitution in the premises.

    


    Dated
__________________ 20 _____

     

    In
presence of

     

    
      
        
          	 
      	 
      	 
      
	 
      	 
      	 
      


        

      

    

    


    CERTIFICATE

    FOR

    11,300
SHARES

    OF

    CENTRAL
JERSEY BANCORP

    ISSUED TO
UNITED STATES DEPARTMENT OF TREASURY

    DATED
DECEMBER 23, 2008

     

     

    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.

     

    A FULL
STATEMENT OF THE DESIGNATIONS, RIGHTS, PREFERENCES AND LIMITATIONS OF THE SHARES
OF EACH CLASS AND SERIES AUTHORIZED TO BE ISSUED, AND OF THE AUTHORITY OF THE
BOARD TO DIVIDE THE SHARES INTO CLASSES OR SERIES AND TO DETERMINE SUCH RIGHTS,
PREFERENCES AND LIMITATIONS, WILL BE FURNISHED BY THE CORPORATION TO ANY
SHAREHOLDER, UPON WRITTEN REQUEST AND WITHOUT CHARGE.