Pointe Financial Corp – ‘SB-2/A’ on 6/5/98 – EX-4.1

As of:  Friday, 6/5/98   ·   Accession #:  1042910-98-530   ·   File #:  333-49835

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Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of           101    665K 
                          Securities by a Small-Business Issuer                  
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws     14     46K 
 3: EX-4.1      Instrument Defining the Rights of Security Holders     2     11K 
 4: EX-5.1      Opinion re: Legality                                   1      7K 
 5: EX-10.1     Material Contract                                     10     39K 
 6: EX-10.11    Material Contract                                      2     10K 
 7: EX-10.12    Material Contract                                      9     52K 
 8: EX-23.2     Consent of Experts or Counsel                          1      6K 
 9: EX-27       Financial Data Schedule (Pre-XBRL)                     2±     8K 

EX-4.1   —   Instrument Defining the Rights of Security Holders

EX-4.1
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THIS SECURITY IS NOT A SAVINGS ACCOUNT
OR DEPOSIT AND IT IS NOT INSURED BY 
THE FEDERAL DEPOSIT INSURANCE CORPORATION.

NUMBER                                                      SHARES              

COMMON STOCK, $.01 PAR VALUE            SEE REVERSE SIDE FOR CERTAIN DEFINITIONS

                                         CUSIP 73084p 10 0

POINTE FINANCIAL LOGO 
ORGANIZED UNDER THE LAWS OF THE STATE OF FLORIDA

This certifies that_____________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

is the registered holder of______________________________.                      

FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF 

POINTE FINANCIAL CORPORATION transferable on the books of the Corporation by the
holder hereof in person or by duly authorized attorney upon the surrender of    
this Certificate properly endorsed.                                             

    This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar. Witness the facsimile seal of the        
Corporation and the signatures of its duly authorized officers.                 

Countersigned and Registered    
AMERICAN STOCK TRANSFER & TRUST COMPANY 

TRANSFER AGENT AND REGISTRAR

By:                                                                             

Authorized Signature                                                            
Dated:                                                                          

Attest:                            POINTE FINANCIAL CORPORATION                 
                 CORPORATE SEAL 1993 FLORIDA

/s/ B.P. Chambers                       By: R. Carl Palmer                      
------------------                      -------------------------------------   
SECRETARY                               PRESIDENT AND CHIEF EXECUTIVE OFFICER   

EX-4.1
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POINTE FINANCIAL CORPORATION

 The Corporation will furnish to any
shareholder upon request and without charge a full statement of the             
designations, relative rights, preferences and limitations of the shares of each
class or series of stock authorized to be issued, the variations in the relative
rights and preferences between the shares of each such class or series, and the 
authority of the Board of Directors to fix and determine the relative rights,   
preferences and limitations of the shares of each such class or series.         

ABBREVIATIONS 

       The following abbreviations, when used in the inscription on the face
of the Certificate, shall be construed as though they were written out in full  
according to applicable laws or regulations.                                    

                                                        [Enlarge/Download Table]

                                                                                                      
  TEN COM - as tenants in common                    UNIF TRANSFER MIN ACT - ______Custodian ______    
  TEN ENT - as tenants by the entireties                                    (Cust)          (Minor)   
  JT TEN - as joint tenants with right of                under Uniform Transfers to Minors            
           survivorship and not as                        Act _____________________________________   
           tenants in common                                             (State)                      

    Additional abbreviations may also be used although not in the above list.                         

                            ------------------------                                                  
                                ASSIGNMENT FORM                                                       

FOR VALUE RECEIVED                        the undersigned hereby sells, assigns, and transfers unto:  

PLEASE INSERT SOCIAL SECURITY OR OTHER                                                                
IDENTIFYING NUMBER OF ASSIGNEE                                                                        
____________________________________________________________________________________________________  

____________________________________________________________________________________________________  
                      (Print or type name and address, including zip code, of assignee)               
____________________________________________________________________________________________________  

______________________________________________________________________________________________Shares  
represented by the within Certificate, and all rights thereunder, hereby irrevocably consulting and   
appointing:                                                                                           
____________________________________________________________________________________________Attorney, 
to transfer said Certificate on the books of the Corporation, with full power of substitution in the  
premises.                                                                                             

Dated:_____________________________________                                                           

                                             _________________________________________________________
                                             NOTICE: The signature of this assignment must correspond 
                                             with the name as written upon the face of the certificate
                                             in every particular, without alteration or enlargement of
                                             any change whatsoever.                                   

                     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 B.E.C. RULE 17Ad-15.