COMMON SECURITY
CERTIFICATE
THIS COMMON SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EXEMPTION FROM REGISTRATION.
EXCEPT AS SET FORTH IN SECTION 8.1(b) OF THE
DECLARATION (AS DEFINED BELOW), THIS SECURITY MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED.
|
Certificate
Number [C-001]
|
Number of Common Securities:
234
|
Certificate Evidencing Common
Securities
of
Jacksonville Bancorp, Inc. Statutory
Trust III
Jacksonville Bancorp, Inc. Statutory Trust III,
a statutory trust created under the laws of the State of Delaware
(the "Trust"), hereby certifies that Jacksonville Bancorp, Inc.
(the "Holder") is the registered owner of 234 common securities of
the Trust representing undivided beneficial interests in the assets
of the Trust (liquidation amount $1,000 per Common Security) (the
"Common Securities"). The Common Securities represented hereby are
issued pursuant to, and the designation, rights, privileges,
restrictions, preferences and other terms and provisions of the
Common Securities shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the
Trust, dated as of June 20, 2008, among Gilbert J. Pomar, III and
Valerie A. Kendall, as Administrators, Wells Fargo Delaware Trust
Company, as Delaware Trustee, Wells Fargo Bank, National
Association, as Institutional Trustee, the Holder, as Sponsor, and
the holders from time to time of undivided beneficial interests in
the assets of the Trust, including the designation of the terms of
the Common Securities as set forth in Annex I to the Declaration,
as the same may be amended from time to time (the "Declaration").
Capitalized terms used herein but not defined shall have the
meaning given them in the Declaration. The Sponsor will provide a
copy of the Declaration and the Indenture to the Holder without
charge upon written request to the Sponsor at its principal place
of business.
As set forth in the Declaration, when an Event
of Default has occurred and is continuing, the rights of Holders of
Common Securities to payment in respect of Distributions and
payments upon Liquidation, redemption or otherwise are subordinated
to the rights of payment of Holders of the Capital
Securities.
By acceptance of this Certificate, the Holder is
bound by the Declaration and is entitled to the benefits
thereunder.
By acceptance of this Certificate, the Holder
agrees to treat, for United States federal income tax purposes, the
Debentures as indebtedness and the Common Securities as evidence of
undivided beneficial ownership in the Debentures.
This Common Security is governed by, and shall
be construed in accordance with, the laws of the State of Delaware,
without regard to principles of conflict of laws.
IN WITNESS WHEREOF, the Trust has executed this
certificate as of this ______ day of ____________________,
2008.
|
|
Jacksonville Bancorp, Inc. Statutory Trust
III
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
Administrator
|
|
|
|
|
|
REVERSE OF SECURITY
Distributions payable on each Common Security
will be identical in amount to the Distributions payable on each
Capital Security, which is at a variable per annum rate of
interest, reset quarterly, equal to LIBOR (as defined in the
Declaration) plus 3.75% (the "Coupon Rate") of the stated
liquidation amount of $1,000 per Capital Security (provided,
however, that the Coupon Rate for any Distribution Payment Period
may not exceed the highest rate permitted by New York law, as the
same may be modified by United States law of general
applicability), such Coupon Rat
|
