Exhibit
4.1


	
  COMMON STOCK

  	
   

  	
  COMMON STOCK

  
	
  NUMBER

  	
  [LOGO
  TO APPEAR HERE]

  	
  SHARES

  
	
  MB 001

  	
   

  	
   

  
	
   

  	
  MANHATTAN
  BANCORP

  	
  CUSIP 562754 10
  1

  
	
  INCORPORATED
  UNDER THE LAWS OF THE STATE OF CALIFORNIA

  	
   

  	
  SEE REVERSE FOR
  CERTAIN DEFINITIONS

  



 


THIS CERTIFIES
THAT


PROOF


is the record
holder of


FULLY PAID AND
NON-ASSESSABLE SHARES OF COMMON STOCK, NO PAR VALUE, OF


MANHATTAN
BANCORP


Transferable on the books
of the Corporation in person or by duty authorized attorney upon surrender of
this Certification properly endorsed. This Certification is not valid until
countersigned by the Transfer Agent and registered by the Registrar.


WITNESS the
facsimile seal of the Corporation and the facsimile signatures of its duty
authorized officers.


	
  DATED:

  	
   

  
	
   

  	
   

  
	
  Jeffrey M. Watson

  	
  Kyle Ransford

  
	
   

  	
   

  
	
  PRESIDENT AND CHIEF EXECUTIVE OFFICER

  	
  SECRETARY

  



 











MANHATTAN
BANCORP


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


	
  TEN COM

  	
  -

  	
  as tenants in common

  	
   

  	
  UNIF GIFT MIN ACT—

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT

  	
  -

  	
  as tenants by the entireties

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  JT TEN

  	
  -

  	
  as joint tenants with right 

  	
   

  	
   

  	
  under Uniform Gifts to Minors

  
	
   

  	
   

  	
  of survivorship and not as 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  tenants in common

  	
   

  	
   

  	
  Act

  	
   

  
	
   

  	
   

  	
  (State)

  
	
   

  	
  UNIF TRF MIN ACT—

  	
   

  	
  Custodian

  	
  (until age

  	
   

  	
  )

  
	
   

  	
   

  	
  (Cust)

  	
   

  
	
   

  	
   

  	
   

  	
  under Uniform Transfers

  
	
   

  	
   

  	
  (Minor)

  	
   

  
	
   

  	
   

  	
  to Minors Act

  	
   

  
	
   

  	
   

  	
  (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 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(es) herby irrevocably constitute and appoint.

  
	
   

  	
  Attorney

  
	
  to transfer the said stock on the books of the
  within named Corporation with full power of substitution in the premises.

  
			



 


	
  Dated

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
   

  	
  X

  	
   

  	
   

  
	
   

  	
   

  	
  NOTICE:

  	
   

  	
  THE SIGNATURE(S) 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.

  



 


SIGNATURES GUARANTEED:


	
  By

  	
   

  	
   

  
	
   

  	
  THE SIGNATURE(S) MUST 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.