EXHIBIT 4.1
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
No. NCRIC GROUP, INC. Shares
FULLY PAID AND NON-ASSESSABLE
PAR VALUE $0.01 PER SHARE
THE SHARES REPRESENTED BY THIS
CERTIFICATE ARE SUBJECT TO
RESTRICTIONS, SEE REVERSE SIDE
THIS CERTIFIES that is the owner of
SHARES OF COMMON STOCK
of
NCRIC GROUP, INC.
a Delaware corporation
The shares evidenced by this certificate are transferable only on the
books of NCRIC Group, Inc. by the holder hereof, in person or by attorney, upon
surrender of this certificate properly endorsed.
IN WITNESS WHEREOF, NCRIC Group, Inc. has caused this certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused a facsimile of its seal to be hereunto affixed.
By [SEAL] By
------------------------ -----------------------
WILLIAM E. BURGESS R. RAY PATE, JR.
SECRETARY CHIEF EXECUTIVE OFFICER
AND PRESIDENT
The Board of Directors of NCRIC Group, Inc. (the "Company") is
authorized by resolution or resolutions, from time to time adopted, to provide
for the issuance of more than one class of stock, including preferred stock in
series, and to fix and state the voting powers, designations, preferences,
limitations and restrictions thereof. The Company will furnish to any
shareholder upon request and without charge a full description of each class of
stock and any series thereof.
The shares evidenced by this certificate are subject to a limitation
contained in the Certificate of Incorporation to the effect that in no event
shall any record owner of any outstanding common stock which is beneficially
owned, directly or indirectly, by a person who beneficially owns in excess of
10% of the outstanding shares of common stock (the "Limit") be entitled or
permitted to any vote in respect of shares held in excess of the Limit.
The shares represented by this certificate may not be cumulatively
voted on any matter. The Certificate of Incorporation requires the affirmative
vote of the holders of at least 80% of the voting stock of the Company, voting
together as a single class, to approve certain transactions and to amend certain
provisions of the Certificate of Incorporation.
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 GIFT MIN ACT - _________ Custodian __________
(Cust) (Minor)
TEN ENT - as tenants by the entireties
Under Uniform Gifts to Minors Act
JT TEN - as joint tenants with right
of survivorship and not as
tenants in common ---------------------------------
(State)
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 NUMBER OR OTHER IDENTIFYING NUMBER
_______________________________________
________________________________________________________________________________
(please print or typewrite name and address including postal 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,______________________________
In the presence of Signature:
- ----------------------------- -----------------------------
NOTE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE
STOCKHOLDER(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER.