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CERTIFICATE NO. __ __________ SHARES
GCF BANCORP, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW JERSEY
CUSIP ___________
SEE REVERSE FOR CERTAIN DEFINITIONS
THIS
CERTIFIES
THAT
IS THE
OWNER OF _____________________________________________________________________
FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE PER SHARE, OF
GCF BANCORP, INC.
The shares evidenced by this certificate are transferable only on the books of the Corporation by the holder of record
hereof in person or by attorney, upon the surrender of this certificate properly endorsed. This certificate and the shares
represented thereby are issued and shall be subject to all the provisions contained in the Certificate of Incorporation and Bylaws
of the Corporation and any amendments thereto (copies of which are on file at the principal office of the Corporation), and to all
the provisions to which the holder, by acceptance hereof, assents. These shares are nonwithdrawable and are not of an insurable
type. This certificate is not valid unless countersigned and registered by the Corporation's transfer agent and registrar.
The Shares Represented by this Certificate are not a Deposit or Account
and are not Federally Insured or Guaranteed.
In Witness Whereof, GCF Bancorp, Inc. has caused this certificate to be executed by the facsimile signatures of its duly
authorized officers and has caused a facsimile of its corporate seal to be hereunto affixed.
Dated:
________________________________________ _____________________________________
Donna M. Baer Robert C. Ahrens
Secretary [SEAL] President and Chief Executive Officer
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GCF BANCORP, INC.
The Board of Directors of the Corporation is authorized by resolution(s),
from time to time adopted, to provide for the issuance of serial preferred stock
in series and to fix and state the voting powers, designations, preferences, and
relative, participating, optional, or other special rights of the shares of each
such series and the qualifications, limitations, and restrictions thereof. The
Corporation will furnish to any shareholder upon request and without charge a
full description of each class of stock and any series thereof.
The Certificate of Incorporation limits the voting rights of any record
holder of any outstanding Common Stock that is beneficially owned by any person
who beneficially owns more than 10% of then-outstanding shares of Common Stock.
For five (5) years from the date of the completion of the conversion of Gateway
Community Financial, MHC from mutual to stock form, the Certificate of
Incorporation prohibits any person (including an individual or a company) from
directly or indirectly acquiring or offering to acquire the beneficial ownership
of more than 10% of any class of an equity security of the Corporation. These
provisions do not apply to (i) the purchase of shares by underwriters in
connection with a public offering, (ii) the acquisition of more than 10% of any
class of any equity security by any tax-qualified deferred benefit plan or
defined contribution plan of the Corporation or its subsidiaries, or (iii) or an
offer or an acquisition approved in advance by two-thirds of those members of
the board of directors who were directors prior to the offer to acquire or the
acquisition.
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.
TEN COM - as tenants in common UNIF TRAN MIN ACT - ___________ Custodian ___________
(Cus) (Minor)
TEN ENT - as tenants by the entireties
under Uniform Transfers to Minors Act
JT TEN - as joint tenants with right of __________________________________
survivorship and not as tenants (State)
in common
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED ________________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
__________________________________________________________________________________________________
__________________________________________________________________________________________________
__________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING ZIP CODE OF ASSIGNEE)
____________ shares of the common stock 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 _____________________ X_____________________________________________________
X_____________________________________________________
NOTICE: The signatures to this assignment must correspond with the name(s) as written upon the face of the certificate in
every particular, without alteration or enlargement or any change whatever.
SIGNATURE(S) GUARANTEED: __________________________________________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS, AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM) PURSUANT
TO S.E.C. RULE 17Ad-15.
Countersigned and Registered:
Transfer Agent and Registrar
By: _____________________________________________________________________
Authorized Signature