EXHIBIT 4.2


 




	
  SA -
  1

  	
   

  	
  3,285

  






 


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


Of


CONGAREE 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 Three thousand
two hundred eighty-five (3,285) 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
  January 9, 2009

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ F. Harvin
  Ray, Jr.

  	
   

  	
  /s/ David S.
  Murray, Jr.

  
	
   

  	
  F. Harvin Ray, Jr., President

  	
   

  	
  David S. Murray, Jr., 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