Common use of Right Certificates Clause in Contracts

Right Certificates. (a) The Right Certificates (and the forms of election to purchase and of assignment to be printed on the reverse thereof) shall be substantially the same as Exhibit A hereto with such changes, marks of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to Sections 11 and 22, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price per one one-hundredth of a share set forth therein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Right Certificate issued pursuant hereto that represents Rights that are or were beneficially owned by: (i) a Person (or any Associate or Affiliate of such Person) who commences a tender or exchange offer (as determined by reference to Rule 14d-2 (a) under the Exchange Act) (other than any Person identified in clauses (i), (ii) or (iii) of Section 1(a)), the consummation of which would result in beneficial ownership by such Person of ten percent or more of outstanding Common Stock; (ii) an Acquiring Person (or any Associate or Affiliate of such Person); (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Person) which becomes a transferee after the Acquiring Person becomes such; or (iv) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Person) which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Associate or Affiliate of such Person) to holders of equity interests in such Acquiring Person (or any Associate or Affiliate of such Person) or to any Person with whom such Acquiring Person (or any Associate or Affiliate of such Person) has any continuing agreement, arrangement or understanding regarding either the transferred Rights or shares of Common Stock, or (B) a transfer which the Board of Directors has determined to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); shall, upon the written direction of the Company, contain (to the extent feasible) the following legend: The Rights represented by this Right Certificate are or were beneficially owned by a Person who may become, is or was an Acquiring Person, or an Affiliate or Associate of any such Person, (as such terms are defined in the Rights Agreement). This Right Certificate and the Rights represented hereby may become null and void and nontransferable in the circumstances specified in Section 7(e) of the Rights Agreement.

Right Certificates. (a) The Right Certificates (and Until the forms Close of election to purchase and of assignment to be printed Business on the reverse thereofearlier of (i) shall be substantially the same tenth Business Day after the Stock Acquisition Date or (ii) such date (prior to such time as Exhibit A hereto with such changesany Person becomes an Acquiring Person), marks of identification or designation and such legendsif any, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with this Agreement, or as may be required to comply with determined by action of the Board after the date of the commencement by any applicable law Person (other than an Exempt Person) of, or with any rule or regulation made pursuant thereto or with any rule or regulation of the first public announcement of the intention of any stock exchange on which the Rights may from time to time be listed, or to conform to usage. Subject to Sections 11 and 22, the Right Certificates, whenever issued, shall be dated as of the Record Date, and on their face shall entitle the holders thereof to purchase such number of one one-hundredths of a share of Preferred Stock as shall be set forth therein at the Purchase Price per one one-hundredth of a share set forth therein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Right Certificate issued pursuant hereto that represents Rights that are or were beneficially owned by: (i) a Person (or any Associate or Affiliate of such other than an Exempt Person) who commences to commence, a tender or exchange offer (as determined by reference to Rule 14d-2 (a) under the Exchange Act) (other than any Person identified in clauses (i), (ii) or (iii) of Section 1(a)), the consummation of which would result in any Person (other than an Exempt Person) having beneficial ownership by such Person or becoming the Beneficial Owner of ten percent 10.0% or more of the shares of Common Stock then outstanding (the earlier of such dates being herein referred to as the “Distribution Date”, provided, however, that the Distribution Date shall in no event be prior to the Record Date), (x) the Rights will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the Common Stock registered in the names of the holders thereof and not by separate Right Certificates, and (y) the Rights will be transferable only in connection with the transfer of Common Stock; . As soon as practicable after the Distribution Date, the Company will prepare and execute, the Rights Agent will countersign and the Company will send or cause to be sent (iiand the Rights Agent will, if requested, send) an by first-class, insured, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Distribution Date (other than any Acquiring Person (or any Associate or Affiliate of such an Acquiring Person); (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate , at the address of such Person) which becomes a transferee after holder shown on the Acquiring Person becomes such; or (iv) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Person) which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Associate or Affiliate of such Person) to holders of equity interests in such Acquiring Person (or any Associate or Affiliate of such Person) or to any Person with whom such Acquiring Person (or any Associate or Affiliate of such Person) has any continuing agreement, arrangement or understanding regarding either the transferred Rights or shares of Common Stock, or (B) a transfer which the Board of Directors has determined to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); shall, upon the written direction records of the Company, contain a Right Certificate, in substantially the form of Exhibit B hereto (a “Right Certificate”), evidencing one Right (subject to adjustment as provided herein) for each share of Common Stock so held. As of the Distribution Date, the Rights will be evidenced solely by such Right Certificates. (b) On the Record Date, or as soon as practicable thereafter, the Company will send a copy of a “Summary of Rights to Purchase Shares of Preferred Stock”, in substantially the form of Exhibit C hereto (the “Summary of Rights”), by first-class, postage-prepaid mail, to each record holder of Common Stock as of the Close of Business on the Record Date (other than any Acquiring Person or any of its Associates and Affiliates), at the address of such holder shown on the records of the Company. With respect to certificates representing Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any such certificate representing Common Stock outstanding as of the Record Date, without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. (c) Rights shall, without any further action, be issued in respect of all shares of Common Stock issued or disposed of by the Company after the Record Date but prior to the extent feasible) earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, or in certain circumstances provided in Section 22 hereof, after the Distribution Date shall have impressed on, printed on, written on or otherwise affixed to them the following legend: The This certificate also evidences and entitles the holder hereof to certain rights as set forth in a Rights represented by this Right Certificate are or were beneficially owned by a Person who may becomeAgreement, is or was an Acquiring Personmade and entered into as of September 23, or an Affiliate or Associate of any such Person, 2014 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”), between M&F Bancorp, Inc., a North Carolina corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Rights Agent (together with its successors in such capacity, the “Rights Agent”), the terms of which are defined hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement), such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. This Right Certificate and The Company will mail to the Rights represented hereby may become null and void and nontransferable in the circumstances specified in Section 7(e) holder of this certificate a copy of the Rights Agreement, as in effect on the date of its mailing, without charge after receipt of a written request therefor. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any shares of Common Stock represented by such certificate shall also constitute the transfer of the Rights associated with the Common Stock represented thereby. Notwithstanding this paragraph (c), neither the omission of a legend nor the failure to deliver the notice of such legend required hereby shall affect the enforceability of any part of this Agreement or the rights of any holder of the Rights. (d) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Common Stock which are no longer outstanding.

Right Certificates. (a) Copies of the Rights Agreement are on file at the principal executive offices of the Company and the above-mentioned office or agency of the Rights Agent. The Company will mail to the holder of this Right Certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. This Right Certificate, with or without other Right Certificates, upon surrender at the office or agency of the Rights Agent designated for such purpose, may be exchanged for another Right Certificate or Right Certificates (of like tenor and date evidencing Rights entitling the forms of election holder to purchase and a like aggregate number of assignment shares of Preferred Stock as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to be printed on the reverse thereof) purchase. If this Right Certificate shall be substantially exercised in part, the same as Exhibit A hereto with such changes, marks holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are whole Rights not inconsistent with this Agreement, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed, or to conform to usageexercised. Subject to Sections 11 and 22the provisions of the Rights Agreement, the Rights evidenced by this Certificate (i) may be redeemed by the Company at a redemption price of $.01 per Right Certificates, whenever issued, shall or (ii) may be dated as exchanged in whole or in part for shares of Preferred Stock or shares of the Record DateCompany's Common Stock, and on their face shall entitle par value $.01 per share. No fractional shares of Preferred Stock will be issued upon the holders thereof to purchase such number exercise of any Right or Rights evidenced hereby (other than fractions which are integral multiples of one one-hundredths thousandth of a share of Preferred Stock as shall be set forth therein Stock, which may, at the Purchase Price per one one-hundredth of a share set forth therein, but the number of such shares and the Purchase Price shall be subject to adjustment as provided herein. (b) Any Right Certificate issued pursuant hereto that represents Rights that are or were beneficially owned by: (i) a Person (or any Associate or Affiliate of such Person) who commences a tender or exchange offer (as determined by reference to Rule 14d-2 (a) under the Exchange Act) (other than any Person identified in clauses (i), (ii) or (iii) of Section 1(a)), the consummation of which would result in beneficial ownership by such Person of ten percent or more of outstanding Common Stock; (ii) an Acquiring Person (or any Associate or Affiliate of such Person); (iii) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Person) which becomes a transferee after the Acquiring Person becomes such; or (iv) a transferee of an Acquiring Person (or of any Associate or Affiliate of such Person) which becomes a transferee prior to or concurrently with the Acquiring Person becoming such and which receives such Rights pursuant to either (A) a transfer (whether or not for consideration) from the Acquiring Person (or any Associate or Affiliate of such Person) to holders of equity interests in such Acquiring Person (or any Associate or Affiliate of such Person) or to any Person with whom such Acquiring Person (or any Associate or Affiliate of such Person) has any continuing agreement, arrangement or understanding regarding either the transferred Rights or shares of Common Stock, or (B) a transfer which the Board of Directors has determined to be part of a plan, arrangement or understanding which has as a primary purpose or effect the avoidance of Section 7(e); shall, upon the written direction election of the Company, contain be evidenced by depositary receipts), but in lieu thereof a cash payment will be made, as provided in the Rights Agreement. No holder of this Right Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Stock or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement) or to receive dividends or subscription rights, or otherwise, until the extent feasibleRight or Rights evidenced by this Right certificate shall have been exercised as provided in the Rights Agreement. This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. ATTEST: BOWNX & XO., INC. By __________________ By __________________ Countersigned: _______________________, as Rights Agent By _________________________ Authorized Signature B-3 88 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate) the following legend: The FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfer unto ___________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ________________________________________________________________________________ Rights represented by this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ___________________ Attorney, to transfer said Rights on the books of the within-named Company, with full power of substitution. Dated: _________________ ______________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. -------------------------------------------------------------------------------- (To be completed) The undersigned hereby certifies that the Rights evidenced by this Right Certificate are or were not beneficially owned by, were not acquired by a Person who may becomethe undersigned from, is or was and are not being assigned to, an Acquiring Person, Person or an Affiliate or Associate of any such Person, thereof (as such terms are defined in the Rights Agreement). This ______________________________ Signature B-4 89 Form of Reverse Side of Right Certificate and - continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate) To BOWNX & XO., INC.: The undersigned hereby irrevocably elects to exercise __________________ Rights represented hereby may become null by this Right Certificate to purchase the shares of Preferred Stock (or other securities or property) issuable upon the exercise of such Rights and void and nontransferable requests that certificates for such shares of Preferred Stock (or such other securities) be issued in the circumstances name of: ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivery to: Please insert social security or other identifying number ________________________________________________________________________________ (Please print name and address) ________________________________________________________________________________ Dated: ____________________ ________________________ Signature (Signature must conform to holder specified on Right Certificate) Signature Guaranteed: Signature must be guaranteed by a member of firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in Section 7(ethe United States. B-5 90 Form of Reverse Side of Right Certificate -- continued ________________________________________________________________________________ (To be completed) of The undersigned certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement.) _______________________ Signature ________________________________________________________________________________