exv4w2








Exhibit 4.2 Form of Certificate for the Series A Preferred Stock



This
Certifies that United States Department of the Treasury is the registered holder of
SEVENTEEN THOUSAND (17,000) Shares of Series A Fixed Rate Cumulative Perpetual Preferred
Stock of Bank of Commerce Holdings hereinafter designated “the Corporation” transferable on the
share register of the Corporation upon surrender of this certificate properly endorsed or assigned.




     This certificate and the shares represented thereby shall be held subject to all of the
provisions of the Articles of Incorporation and the Bylaws of said Corporation, a copy of each of
which is on file at the office of the Corporation, and made a part hereof as fully as though the
provisions of said Articles of Incorporation and Bylaws were imprinted in full on this certificate,
to all of which the holder of this certificate, by acceptance hereof, assents and agrees to be
bound.



     Any shareholder may obtain from the principal office of the Corporation, upon request and
without charge, a statement of the number of shares constituting each class or series of stock and
the designation thereof; and a copy of the rights, preferences, privileges, and restrictions
granted to or imposed upon the respective classes or series of stock and upon the holders thereof
by said Articles of Incorporation and the Bylaws.


WITNESS THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS.



DATED: THIS 14th DAY OF November
         , 2008  A.D.




	 	 	 
	/s/ Linda J. Miles

	 	/s/ Patrick J. Moty
	 

	 	 
	Linda J. Miles, Assistant Secretary

	 	Patrick J. Moty, President





THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.



THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO
IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS. EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY
THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),




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(2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS
INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE
SECURITIES ACT, (B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL
BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH
PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY
TO THE EFFECT OF THIS LEGEND.



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.
Additional abbreviations may also be used though not in the list.



TEN COM  —  as tenants in common                     UNIF GIFT IN ACT____ Custodian                         
               
(Minor)



TEN ENT   —  as tenants by entireties                      under Uniform Gifts to Minor Act                                         (State)



JT TEN     —   as joint tenants with right of survivorship

                        and not as tenants in common




	 	 	 
	For value received, the undersigned hereby sells, assigns and transfers unto
	 	 
	 

	 	 
	 

	 	Please Print or Typewrite Names and Address of Assignee





 



                                                 
                       
                        
               Shares represented by the within Certificate, and




hereby irrevocably constitutes and appoints                                      
                          
     
               
          
          
               
 


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




Dated:_____________________________________




     In presence of  
                     
                     
                      
                     
              
                         
                    
          
      




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