Notice

BankAtlantic Bancorp, Inc. 250 Royall Street, Suite v Canton MA 02021 Information Agent: Georgeson Telephone 888 219 8320 MR a SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C 1234567890 J N T Subscription Rights 12345678901234 ...

Exhibit 4.2
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BankAtlantic Bancorp, Inc. 250 Royall Street, Suite V Canton MA 02021 Information Agent: Georgeson Telephone 888 219 8320 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 C 1234567890 J N T Subscription Rights 12345678901234 BANKATLANTIC BANCORP, INC. RIGHTS OFFERING “COMPANY”) THIS RIGHTS (SUCH OFFERING DATE EXPIRES AND TIME, AT AS 5:00 IT P. MAY M., NEW BE EXTENDED, YORK CITY THE TIME, “EXPIRATION ON SEPTEMBER DATE”) 29, . 2009, UNLESS EXTENDED IN THE SOLE DISCRETION OF BANKATLANTIC BANCORP, INC. (THE The $0.01 Company per share has (“Class distributed, B Common at no charge, Stock”), to each (each holder a “Record of record Date of Shareholder”) the Company’s as Class of the A Common close of business Stock, par on value August $0.01 24, per 2009 share (the (“Class “Record A Date”), Common 4.441 Stock”), subscription and Class rights B Common for each share stock, of par Class value A Common received will Stock be and rounded Class up B to Common the next Stock largest held whole as of number. the close Each of business whole subscription on the Record right Date. entitles No the fractional holder shares thereof or to cash subscribe in lieu for thereof one share will be of issued Class or A paid. Common Instead, Stock the (the number “Subscription of subscription Rights”) rights at a subscription price of $2.00 per share. The supplemented, terms and collectively, conditions of the the “Prospectus”), Rights Offering which are is set incorporated forth in the into Company’s this Subscription prospectus Certificate dated July by reference. 8, 2008, and Capitalized accompanying terms used prospectus but not supplement, defined herein dated have August the meanings 28, 2009 set (as forth may in the be amended Prospectus. or The Subscription owner of Certificate. this certificate is entitled to the number of Subscription Rights, and is entitled to exercise the Subscription Rights for the number of shares of Class A Common Stock, shown on this THE SUBSCRIPTION RIGHTS ARE NON-TRANSFERABLE SUBJECT TO CERTAIN EXCEPTIONS exchange The Subscription or quoted Rights on any are automated non-transferable quotation except system. to affiliates of the recipient and by operation of law. The Subscription Rights will not be listed on the New York Stock Exchange or any other securities METHOD OF EXERCISE OF SUBSCRIPTION RIGHTS IN SUBSCRIPTION ORDER TO EXERCISE AGENT, COMPUTERSHARE YOUR SUBSCRIPTION TRUST RIGHTS, COMPANY, YOU N.A. MUST , TOGETHER PROPERLY WITH COMPLETE PAYMENT IN AND FULL SIGN FOR THIS AN AMOUNT SUBSCRIPTION EQUAL TO CERTIFICATE THE SUBSCRIPTION ON THE PRICE BACK MULTIPLIED AND RETURN BY THE IT TO TOTAL THE AND NUMBER PAYMENT OF SHARES IN FULL OF FOR CLASS THE A SHARES COMMON OF STOCK CLASS SUBSCRIBED A COMMON STOCK FOR. SUBSCRIBED TO BE TIMELY, FOR THE AT SUBSCRIPTION OR BEFORE 5:00 AGENT P.M. ,MUST NEW YORK RECEIVE CITY THE TIME, PROPERLY ON THE COMPLETED EXPIRATION DATE. AND EXERCISED FORM ALTERNATIVELY, THE SUBSCRIPTION YOU AGENT CAN SUBSCRIBE MUST RECEIVE FOR (I) SHARES THE PAYMENT OF CLASS IN FULL A COMMON FOR THE STOCK SHARES BY USING OF CLASS A NOTICE A COMMON OF GUARANTEED STOCK SUBSCRIBED DELIVERY. FOR IF A AT NOTICE OR BEFORE OF GUARANTEED 5:00 P.M., NEW DELIVERY YORK CITY IS USED, TIME, DATE ON THE AND EXPIRATION (III) THE PROPERLY DATE, (II) COMPLETED THE PROPERLY AND COMPLETED EXECUTED EXERCISE AND EXECUTED FORM EVIDENCING NOTICE OF GUARANTEED THE SUBSCRIPTION DELIVERY RIGHTS AT OR BEING BEFORE EXERCISED 5:00 P. M. AT , OR NEW BEFORE YORK CITY 5:00 P. TIME, M., NEW ON THE YORK EXPIRATION CITY TIME, ON THE THIRD BUSINESS DAY AFTER THE EXPIRATION DATE. Full or express payment money for the order shares payable of Class to “Computershare A Common Stock Trust subscribed Company, for N. pursuant A. acting to as the subscription Subscription Agent Rights for must BankAtlantic be payable Bancorp, in U.S. Inc. dollars “ Payments by check of or the bank subscription draft drawn p rice upon for a U. the S. shares bank or of postal, Class A telegraphic Common Stock to the subscribed Subscription for Agent may of be any withdrawn funds received by the Company following at the any Expiration time after Date, receipt unless and, the in any Company event, terminates will be distributed the Rights to the Offering. Company You no will later not than be paid the next any business interest on day funds following paid to the the immediate Subscription availability Agent, regardless of whether the funds are applied to the subscription price or returned to you. For information a complete agent description (Shareholders: of the (888) terms 219-8320; and conditions Banks and of the Brokers: Rights (212) Offering, 440-9800) please . refer to the Prospectus. Copies of the Prospectus are available upon request from Georgeson Inc., the Class Stock A certificates, Common Stock if any, subscribed for the shares for has of Class been received A Common and Stock cleared. acquired In the pursuant event the to shares the Subscription of Class A Rights Common will Stock be mailed acquired promptly pursuant after to the the Expiration Subscription Date Rights and after are not full represented payment for by the certificates, shares of such shareholder shares will will be be mailed deposited by the in a Subscription book-entry Agent account to such held on shareholder your behalf as in promptly accordance as possible. with the Delivery applicable to an time address period other described than one in the of the preceding addresses sentences. listed will Any not excess constitute payment valid delivery. to be refunded to a Holder ID COY Class Rights Qty Issued Rights Cert # 123456789 BBX Subscription Rights XXX.XXXXXX 12345678 Signature of Owner and U.S. Person for Tax Certification Signature of Co-Owner (if more than one registered holder listed) Date (mm/dd/yyyy) 1 2 3 4 5 6 7 8 C L S X R T 2 C O Y C 1 2 3 4 5 6 . 7 8 001CD40006 013GHG

 


 

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PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY
SECTION 1: OFFERING INSTRUCTIONS (check the appropriate boxes)
IF YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT OF SUBSCRIPTION RIGHTS:
           
I apply for ALL of my entitlement of Class A x 4.441 = x $2.00 = Common Stock pursuant to the Subscription Rights (no. of shares of Class A (no. of Class A Common Common Stock currently owned) Stock shares subscribed for) EXAMPLE: [1,000 shares If you of Class own 1,000 A Common shares Stock of Class x 4.441 A Common = 4,441 Stock, Subscription your Subscription Rights allowing Right for permits the subscription the purchase of: 4,441 of 4,441 shares shares x $2.00/share of Class A Common = $8,882] Stock for $2.00. IF YOU DO NOT WISH TO APPLY FOR YOUR FULL ENTITLEMENT OF RIGHTS: money order I apply for x $2.00 = $ _ enclosed $ (no. of Class A Common (Total) Stock shares subscribed for) IF YOU DO NOT WISH TO EXERCISE YOUR RIGHT TO SUBSCRIBE:
  $
(Total)
  _   Amount of Check or
Please disregard this mailing. SECTION 2: SUBSCRIPTION AUTHORIZATION:
I Common acknowledge Stock that indicated I have above received on the the Prospectus terms and conditions for this offering set forth of Subscription in the Prospectus Rights . and I hereby irrevocably subscribe for the number of shares of Class A Signature of Subscriber(s) (and address if different than that listed on this Subscription Certificate) Telephone number (including area code) SECTION 3: SPECIAL ISSUANCE INSTRUCTIONS (IF YOU COMPLETE THIS SECTION, YOU MUST ALSO COMPLETE SECTIONS 4 AND 5): represent The Subscription and warrant that Rights the are person not transferable in whose name in any you way, are except requesting to affiliates that we of issue the recipient the Class and A Common except by Stock operation is your of affiliate law. By or executing is a transferee below, by you operation hereby of Computershare law. Evidence Trust satisfactory Company, to the N.A Company . at the address that any specified such permitted on the reverse transfer side is proper prior to must the Expiration be delivered Date by. mail, express mail or overnight courier to Complete the following ONLY if the shares of Class A Common Stock subscribed for are to be issued in a name other than that of the registered holder. Issue Shares to: Soc. Sec. #/Tax ID#: Address:
           
SECTION 4: COMPLETE ACKNOWLEDGMENT SECTION (TO 5): BE COMPLETED ONLY IF YOU COMPLETED SECTION 3. IF YOU COMPLETE THIS SECTION, YOU MUST ALSO
Bancorp, I/We Inc. acknowledge , I/we may receipt not modify of the or Prospectus revoke this subscription and understand rights that, certificate. after delivery Under to penalties Computershare of perjury, Trust I/we Company, certify that N. A. the as information Subscription contained Agent for herein, BankAtlantic including the social security number or taxpayer identification number given above, is correct. alteration The signature or change below whatsoever. must correspond with the name of the registered holder exactly as it appears on the books of the Company’s transfer agent without any Signature(s) of Registered Holder:
           
Date: If signature is by trustee(s), executor(s), administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative capacity, please provide the following information (please print). Name: Capacity: Soc. Sec. #/Tax ID #:
           
Address: Phone:
           
SECTION 5: GUARANTEE OF SIGNATURES (TO BE COMPLETED ONLY IF YOU COMPLETED SECTIONS 3 AND 4):
           
All defined Subscription in Rule 17Ad-15 Rights holders of the who Securities specify Exchange special issuance Act of 1934, or delivery as amended. instructions must have their signatures guaranteed by an Eligible Guarantor Institution, as Name of Firm: Authorized Signature:
           
Address: Name:
           
City, State, Zip Code: Title:
           
Area Code and Telephone Number:
           

 


 

SUBSCRIPTION RIGHTS CERTIFICATE FOR BANKATLANTIC BANCORP, INC. RIGHTS OFFERING
BankAtlantic Bancorp, Inc. (the “Company”) is conducting a rights offering (the “Rights Offering”) pursuant to which the holders of the Company’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), and Class B Common Stock, par value $0.01 per share (“Class B Common Stock”), as of the close of business on August 24, 2009 (the “Record Date”) will receive 4.441 subscription rights for each share of Class A Common Stock and Class B Common Stock held of record as of the close of business on the Record Date. No fractional shares or cash in lieu thereof will be issued or paid. Instead, the number of subscription rights received will be rounded up to the next largest whole number. Each whole subscription right entitles the holder thereof to subscribe for one share of Class A Common Stock (the “Subscription Rights”) at a subscription price of $2.00 per share. The Rights Offering will expire at 5:00 p.m., New York City time, on September 29, 2009, unless extended in the sole discretion of the Company (as it may be extended, the “Expiration Date”).
METHOD OF EXERCISE OF RIGHTS
IN ORDER TO EXERCISE YOUR SUBSCRIPTION RIGHTS, COMPLETE AND SIGN THE EXERCISE FORM WHERE INDICATED AND RETURN IT, TOGETHER WITH PAYMENT IN FULL FOR THE SHARES OF CLASS A COMMON STOCK SUBSCRIBED FOR, TO THE SUBSCRIPTION AGENT, COMPUTERSHARE TRUST COMPANY, N.A. TO BE TIMELY, THE SUBSCRIPTION AGENT MUST RECEIVE THE PROPERLY COMPLETED AND EXECUTED EXERCISE FORM AND PAYMENT IN FULL FOR THE SHARES OF CLASS A COMMON STOCK SUBSCRIBED FOR AT OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
ALTERNATIVELY, YOU CAN SUBSCRIBE FOR SHARES OF CLASS A COMMON STOCK BY USING A NOTICE OF GUARANTEED DELIVERY. IF A NOTICE OF GUARANTEED DELIVERY IS USED, THE SUBSCRIPTION AGENT MUST RECEIVE (I) THE PROPERLY COMPLETED AND EXECUTED NOTICE OF GUARANTEED DELIVERY AND PAYMENT IN FULL FOR THE SHARES OF CLASS A COMMON STOCK SUBSCRIBED FOR AT OR BEFORE 5:00 P.M. NEW YORK CITY TIME, ON THE EXPIRATION DATE AND (II) THE PROPERLY COMPLETED AND EXECUTED EXERCISE FORM AT OR BEFORE 5:00 P.M. NEW YORK CITY TIME, ON THE THIRD BUSINESS DAY AFTER THE EXPIRATION DATE.
Full payment for the shares of Class A Common Stock subscribed for pursuant to the Subscription Rights must be made payable in United States dollars by check, bank draft or money order payable to “Computershare Trust Company, N.A. acting as Subscription Agent for BankAtlantic Bancorp, Inc.
For a more complete description of the terms and conditions of the Rights Offering, please refer to the Company’s prospectus, dated July 8, 2008, and accompanying prospectus supplement, dated August 28, 2009 (collectively, the “Prospectus”), which is incorporated herein by reference. Copies of the Prospectus are available upon request from Georgeson Inc., the information agent (Shareholders: (888) 219-8320; Banks and Brokers: (212) 440-9800).
Stock certificates, if any, for the shares of Class A Common Stock acquired pursuant to the Subscription Rights will be mailed promptly after the Expiration Date and after full payment for the shares of Class A Common Stock subscribed for has been received and cleared. In the event the shares of Class A Common Stock acquired pursuant to the Subscription Rights are not represented by certificates, such shares will be deposited in a book-entry account held on your behalf in accordance with the applicable time period described in the preceding sentences. Any excess payment to be refunded to a shareholder will be mailed by the Subscription Agent to such shareholder as promptly as possible. Delivery to an address other than one of the addresses listed below will not constitute valid delivery.
     
BY MAIL:   BY EXPRESS MAIL OR OVERNIGHT COURIER:
Computershare   Computershare
c/o Voluntary Corporate Actions   c/o Voluntary Corporate Actions
P.O. Box 43011   Suite V
Providence, RI 02941-3011   250 Royall Street
    Canton, MA 02021
DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY.
Any questions regarding this Subscription Certificate and Subscription Rights Offering may be directed to Georgeson Inc. toll free at (888) 219-8320 or for banks and brokers at (212) 440-9800.