Exhibit 4.13


 


WARRANT AGREEMENT


 


Agreement
made as of
                          ,
2010 between Mission Community Bancorp, a California corporation, with offices
at 3380 South Higuera Street, San Luis Obispo, California 93401 (“Company”),
and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary
Computershare Trust Company, N.A., a federally chartered, limited purpose trust
company (collectively, the “Warrant Agent” or individually, “Computershare”
and the “Trust Company,” respectively).


 


WHEREAS,
the Company is offering up to 15,184,020 shares of its common stock (“Common
Stock”) at the price of $5.00 per share, and, for each such share of Common
Stock purchased, a warrant to purchase one additional share of Common Stock at
$5.00 (“Warrant”) for a period of five years following the issuance of the
Warrants; and


 


WHEREAS,
the Company is offering subscription rights to its shareholders of record as of
5:00 p.m. Eastern time, on October 8, 2010, each Right consisting of
one share of Common Stock of the Company and one attached Warrant to purchase
one share of Common Stock at $5.00 per share for a period of five years
commencing on the issuance of the Warrants, subject to adjustment as described
herein; and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-1, No. 333-169120 for the
registration, under the Securities Act of 1933, of the Rights, the Common Stock
issuable upon exercise of the Rights, the Warrants and the Common Stock issuable
upon exercise of the Warrants; and


 


WHEREAS,
following the closing of the rights offering, the Warrants will be transferable
separately from the Common Stock, although it is not anticipated that there
will initially be any trading market for the Warrants; and


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the
terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent, and the
holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make
the Warrants, when executed on behalf of the Company and countersigned by or on
behalf of the Warrant Agent, as provided herein, the valid, binding and legal
obligations of the Company, and to authorize the execution and delivery of this
Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the
parties hereto agree as follows:


 


1.                                      Appointment of
Warrant Agent.  The Company
hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to
perform the same in accordance with the terms and conditions set forth in this
Agreement.


 


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2.                                      Warrants.


 


2.1                               Form of
Warrant.  Each Warrant shall be issued
in substantially the form of Exhibit A hereto, the provisions of
which are incorporated herein and shall be signed by or bear the facsimile
signature of the Chief Executive Officer or President of the Company and of the
Secretary or Assistant Secretary of the Company.  In the event the person whose facsimile
signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued,
it may be issued with the same effect as if he or she had not ceased to be such
at the date of issuance.


 


2.2                               Effect of
Countersignature.  Unless and
until countersigned by the manual or facsimile signature of the Warrant Agent
pursuant to this Agreement, a Warrant shall be invalid and of no effect and may
not be exercised by the holder thereof.


 


2.3                               Registration.


 


2.3.1                     Warrant
Register.  The Warrant
Agent shall maintain books (“Warrant Register”), for the registration of
original issuance and the registration of transfer of the Warrants.  Upon the initial issuance of the Warrants,
the Warrant Agent shall issue and register the Warrants in the names of the
respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company.


 


2.3.2                     Registered
Holder.  Prior to due presentment for
registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant shall be registered upon
the Warrant Register (“registered holder”), as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant Certificate made by anyone other
than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary.


 


3.                                      Terms and
Exercise of Warrants.


 


3.1                               Warrant Price.  Each Warrant shall, when countersigned by the
Warrant Agent, entitle the registered holder thereof, subject to the provisions
of such Warrant and of this Warrant Agreement, to purchase from the Company the
number of shares of Common Stock stated therein, at the price of $5.00 per
whole share, subject to the adjustments provided in Section 4 hereof.  The term “Warrant Price” as used in this
Warrant Agreement refers to the price per share at which Common Stock may be
purchased at the time a Warrant is exercised.


 


3.2                               Duration of
Warrants.  A Warrant
may be exercised only during the period (“Exercise Period”) commencing on
9:00 a.m., Eastern time on the date of issuance of the Warrant and
terminating at 5:00 p.m., Eastern time on the five-year anniversary of the
date of issuance of the Warrant (“Expiration Date”).  Each Warrant not exercised on or before the
Expiration Date shall become void, and all rights thereunder and all rights in
respect thereof under this Agreement shall cease at the close of business on
the Expiration Date.


 


3.3                               Exercise of
Warrants.


 


3.3.1                     Payment.  Subject to the provisions of the Warrant and
this Warrant Agreement, a Warrant, when countersigned by the Warrant Agent, may
be exercised by the registered holder thereof by surrendering it, at the office
of the Warrant Agent, or at the office of any successor 


 


2

















 


Warrant
Agent, with the subscription form, as set forth in the Warrant, duly executed,
and by paying in full the Warrant Price for each full share of Common Stock as
to which the Warrant is exercised and any and all applicable taxes due in
connection with the exercise of the Warrant by certified check or bank draft
payable to the order of the Company (or as otherwise agreed to by the Company).


 


3.3.2                     Issuance of
Certificates.  As soon as
practicable after the exercise of any Warrant and the clearance of the funds in
payment of the Warrant Price, the Warrant Agent shall deliver to the registered
holder of such Warrant a certificate or certificates for the number of full
shares of Common Stock to which such registered holder is entitled, registered
in such name or names as may be directed by him, her or it, and if such Warrant
shall not have been exercised in full, a new countersigned Warrant for the
number of shares as to which such Warrant shall not have been exercised.  In no event will the Company be required to
net cash settle the warrant exercise.


 


3.3.3                                             Valid Issuance. 
All shares of Common Stock issued upon the proper exercise of a Warrant
in conformity with this Agreement shall be validly issued, fully paid and
non-assessable. The Company shall provide an opinion of counsel prior to the
issuance of securities hereunder, including, inter alia, the
Warrants and the Common Stock.  The
opinion shall state that all such securities, or the transactions in which they
are being offered or issued, as applicable, are:


 


(1) Registered, or subject to a valid exemption from registration,
under the Securities Act of 1933, as amended, and all appropriate state
securities law filings have been made with respect to such securities; and


 


(2) Validly
issued, fully paid and non-assessable.


 


3.3.4                     Date of
Issuance.  Each person
in whose name any such certificate for shares of Common Stock is issued shall
for all purposes be deemed to have become the holder of record of such shares
on the date on which the Warrant was surrendered and payment of the Warrant
Price was made, irrespective of the date of delivery of such certificate, except
that, if the date of such surrender and payment is a date when the stock
transfer books of the Company are closed, such person shall be deemed to have
become the holder of such shares at the close of business on the next
succeeding date on which the stock transfer books are open.


 


3.3.5
Bank Accounts. The Company acknowledges that the bank accounts
maintained by Computershare in connection with the services provided under this
Agreement will be in its name and that Computershare may receive investment
earnings in connection with the investment at Computershare’s risk and for its
benefit of funds held in those accounts from time to time.  Neither the Company nor the Holders will
receive interest on any deposits or funds tendered in payment of the Warrant
Price.


 


4.                                      Adjustments.


 


4.1                               Stock Dividends
— Split-Ups.  If, after
the date hereof, and subject to the provisions of Section 4.7, the number
of outstanding shares of Common Stock is increased by a stock dividend payable
in shares of Common Stock, or by a split-up of shares of Common Stock, or other
similar event, then, on the effective date of such stock dividend, split-up or
similar event, the number of shares of Common Stock issuable on exercise of
each Warrant shall be increased in proportion to such increase in shares of
Common Stock.


 


3

















 


4.2                               Aggregation of
Shares.  If, after the date hereof, and
subject to the provisions of Section 4.7, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination, reverse stock
split or reclassification of shares of Common Stock or other similar event,
then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock
issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.


 


4.3                               Adjustments in
Exercise Price.  Whenever
the number of shares of Common Stock purchasable upon the exercise of the
Warrants is adjusted, as provided in Section 4.1 and 4.2 above, the
Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (x) the
numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the
denominator of which shall be the number of shares of Common Stock so
purchasable immediately thereafter.


 


4.4                               Replacement of
Securities upon Reorganization, etc.  In case of any reclassification or
reorganization of the outstanding shares of Common Stock (other than a change
covered by Section 4.1 or 4.2 hereof or that solely affects the par value
of such shares of Common Stock), or in the case of any merger or consolidation
of the Company with or into another corporation (other than a consolidation or
merger in which the Company is the continuing corporation and that does not
result in any reclassification or reorganization of the outstanding shares of
Common Stock), or in the case of any sale or conveyance to another corporation
or entity of the assets or other property of the Company as an entirety or
substantially as an entirety, the Warrant holders shall thereafter have the
right to purchase and receive, upon the basis and upon the terms and conditions
specified in the Warrants and in lieu of the shares of Common Stock of the
Company immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other
securities or property (including cash) receivable upon such reclassification,
reorganization, merger or consolidation, or upon a dissolution following any
such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised his, her or its Warrant(s) immediately prior
to such event; and if any reclassification also results in a change in shares
of Common Stock covered by Section 4.1 or 4.2, then such adjustment shall
be made pursuant to Sections 4.1, 4.2, 4.3 and this Section 4.4.  The provisions of this Section 4.4 shall
similarly apply to successive reclassifications, reorganizations, mergers or
consolidations, sales or other transfers.


 


4.5                               Requirement to
Exercise Warrants. 
Notwithstanding Section 4.4 hereof, and in lieu thereof, the
Company may elect by written notice to the registered holder of the Warrant, to
require such registered holder to exercise all of the Warrants remaining
unexercised prior to any such reorganization, reclassification, consolidation,
merger or sale.  If the registered holder
of the Warrant shall not exercise all or any part of the Warrants remaining
unexercised prior to such event, such unexercised Warrants shall automatically
become null and void upon the occurrence of any such event, and of no further
force and effect.  The Common Stock
issued pursuant to any such exercise shall be deemed to be issued and
outstanding immediately prior to any such event, and shall be entitled to be
treated as any other issued and outstanding share of Common Stock in connection
with such event.  If an election is not
made by the Company pursuant to this subsection 4.5 in connection with any
such event, then the provisions of subsection 4.4 shall apply to such event.


 


4.6                               Notices of
Changes in Warrant.  Upon every
adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant
Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such 


 


4

















 


calculation
is based.  Upon the occurrence of any
event specified in Sections 4.1, 4.2, 4.3, 4.4, or 4.5, then, in any such
event, the Company shall give written notice to each Warrant holder, at the
last address set forth for such holder in the warrant register, of the record
date or the effective date of the event. 
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of such event.


 


4.7                               No Fractional
Shares.  Notwithstanding any provision
contained in this Agreement to the contrary, the Company shall not issue
fractional shares upon exercise of Warrants. 
If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in a share, the Company shall, upon such
exercise, round up or down to the nearest whole number the number of shares of
Common Stock to be issued to the Warrant holder.


 


4.8                               Form of
Warrant.  The form of Warrant need not
be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the
same number of shares as is stated in the Warrants initially issued pursuant to
this Agreement.  However, the Company may
at any time in its sole discretion make any change in the form of Warrant that
the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in
exchange or substitution for an outstanding Warrant or otherwise, may be in the
form as so changed.


 


4.9                               Notice of
Certain Transactions.  In the
event that the Company shall propose to (a) offer the holders of its
Common Stock rights to subscribe for or to purchase any securities convertible
into shares of Common Stock or shares of stock of any class or any other
securities, rights or options, (b) issue any rights, options or warrants
entitling the holders of Common Stock to subscribe for shares of Common Stock
or (c) make a tender offer, redemption offer or exchange offer with
respect to the Common Stock, the Company shall send to the Warrant holders a
notice of such proposed action or offer. 
Such notice shall be mailed to the registered holders at their addresses
as they appear in the Warrant Register, which shall specify the record date for
the purposes of such dividend, distribution or rights, or the date such
issuance or event is to take place and the date of participation therein by the
holders of Common Stock, if any such date is to be fixed, and shall briefly
indicate the effect of such action on the Common Stock and on the number and
kind of any other shares of stock and on other property, if any, and the number
of shares of Common Stock and other property, if any, issuable upon exercise of
each Warrant and the Warrant Price after giving effect to any adjustment
pursuant to this Article 4 which would be required as a result of such
action.  Such notice shall be given as
promptly as practicable after the Board of Directors of the Company has
determined to take any such action and (x) in the case of any action
covered by clause (a) or (b) above at least 10 days prior to the
record date for determining the holders of the Common Stock for purposes of such
action or (y) in the case of any other such action at least 20 days
prior to the date of the taking of such proposed action or the date of
participation therein by the holders of Common Stock, whichever shall be the
earlier.


 


4.10                        Other Events.  If any event occurs as to which the foregoing
provisions of this Article 4 are not strictly applicable or, if strictly
applicable, would not, in the good faith judgment of the Board, fairly and
adequately protect the purchase rights of the registered holders of the
Warrants in accordance with the essential intent and principles of such
provisions, then the Board shall make such adjustments in the application of
such provisions, in accordance with such essential intent and principles, as
shall be reasonably necessary, in the good faith opinion of the Board, to
protect such purchase rights as aforesaid.


 


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5.                                      Transfer and
Exchange of Warrants.


 


5.1                               Registration of
Transfer.  The Warrant
Agent shall register the transfer, from time to time, of any outstanding
Warrant upon the Warrant Register, upon surrender of such Warrant for transfer.
The requirements for such transfer or for exchanges to be issued in a name
other than the registered holder shall include, inter alia,
a signature guarantee from an eligible guarantor institution participating in a
signature guarantee program approved by the Securities Transfer Association as
indicated in Section 6(i)(v) below, and any other reasonable evidence
of authority that may be required by the Warrant Agent.  Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old
Warrant shall be cancelled by the Warrant Agent.  The Warrants so cancelled shall be delivered
by the Warrant Agent to the Company from time to time upon request.


 


5.2                               Procedure for
Surrender of Warrants. 
Warrants may be surrendered to the Warrant Agent, together with a
written request for exchange or transfer, and thereupon the Warrant Agent shall
issue in exchange therefor one or more new Warrants as requested by the
registered holder of the Warrants so surrendered, representing an equal
aggregate number of Warrants.


 


5.3                               Fractional
Warrants.  The Warrant
Agent shall not be required to effect any registration of transfer or exchange
which will result in the issuance of a warrant certificate for a fraction of a
Warrant.


 


5.4                               Service Charges.  No service charge shall be made for any
exchange or registration of transfer of Warrants.


 


5.5                               Warrant
Execution and Countersignature.  The Warrant Agent is hereby authorized to
countersign and to deliver, in accordance with the terms of this Agreement, the
Warrants required to be issued pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent, will
supply the Warrant Agent with Warrants duly executed on behalf of the Company
for such purpose.


 


6.                                      Other
Provisions Relating to Rights of Holders of Warrants.


 


6.1                               No Rights as
Shareholder.  A Warrant
does not entitle the registered holder thereof to any of the rights of a
shareholder of the Company, including, without limitation, the right to receive
dividends, or other distributions, exercise any preemptive rights to vote or to
consent or to receive notice as shareholders in respect of the meetings of
shareholders or the election of directors of the Company or any other matter.


 


6.2                               Mutilated or
Missing Warrants. If any of the Warrants shall be mutilated, lost,
stolen or destroyed, the Company shall issue, and the Warrant Agent shall countersign
and deliver, in exchange and substitution for and upon cancellation of the
mutilated Warrant, or in lieu of and substitution for the Warrants lost, stolen
or destroyed, new Warrants of like tenor and representing an equivalent number
of Warrants, but only upon receipt of evidence reasonably satisfactory to the
Company and the Warrant Agent of the loss, theft or destruction of such
Warrants and an affidavit or the posting of an indemnity or bond, if requested
by either the Company or the Warrant Agent, also satisfactory to them.
Applicants for such substitute Warrants shall also comply with such other
reasonable regulations and pay such other reasonable charges as the Company or
the Warrant Agent may prescribe and as required by Section 8-405 of the
Uniform Commercial Code as in effect in the State of New York.


 


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6.3                               Reservation of
Common Stock.  The Company
shall at all times reserve and keep available a number of its authorized but
unissued shares of Common Stock that will be sufficient to permit the exercise
in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.                                      Concerning the
Warrant Agent and Other Matters.


 


7.1                               Payment of
Taxes.  The Company will from time to
time promptly pay all taxes and charges that may be imposed upon the Company or
the Warrant Agent in respect of the issuance or delivery of shares of Common
Stock upon the exercise of Warrants, but the Company shall not be obligated to
pay any transfer taxes in respect of the Warrants or such shares.


 


7.2                               Resignation,
Consolidation, or Merger of Warrant Agent.


 


7.2.1                     Appointment of
Successor Warrant Agent.  The
Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities hereunder
after giving sixty (60) days’ notice in writing to the Company.  If the office of the Warrant Agent becomes
vacant by resignation or incapacity to act or otherwise, the Company shall
appoint in writing a successor Warrant Agent in place of the Warrant Agent
before the expiration of such sixty (60) day notice.  Any successor Warrant Agent shall be a
corporation in good standing and authorized under the laws of its jurisdiction
of incorporation to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. 
After appointment, any successor Warrant Agent shall be vested with all
the authority, powers, rights, immunities, duties, and obligations of its
predecessor Warrant Agent with like effect as if originally named as Warrant
Agent hereunder, without any further act or deed; but if for any reason it
becomes necessary or appropriate, the predecessor Warrant Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such
predecessor Warrant Agent hereunder; and upon request of any successor Warrant
Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming
to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.


 


7.2.2                     Notice of
Successor Warrant Agent.  In
the event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer agent for the
Common Stock not later than the effective date of any such appointment.


 


7.2.3                     Merger or
Consolidation of Warrant Agent.  Any corporation into which the Warrant Agent
may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further
act.


 


7.3                               Fees and
Expenses of Warrant Agent.


 


7.3.1                     Remuneration.  The Company agrees to pay the Warrant Agent
reasonable remuneration for its services as such Warrant Agent hereunder and
will reimburse the Warrant Agent upon demand for all expenditures that the
Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


7.3.2                     Further
Assurances.  The Company
agrees to perform, execute, acknowledge, and deliver or cause to be performed,
executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


 


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7.4                                 Liability of
Warrant Agent.


 


7.4.1                        Reliance on
Company Statement.  Whenever in
the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the Chief Executive Officer or President
of the Company and delivered to the Warrant Agent.  The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.


 


7.4.2                        Indemnity.  The Warrant Agent shall be liable hereunder
only for its own negligence, willful misconduct or bad faith.  Notwithstanding anything contained herein to
the contrary, the Warrant Agent’s aggregate liability during any term of this
Agreement with respect to, arising from, or arising in connection with this
Agreement, or from all services provided or omitted to be provided under this
Agreement, whether in contract, or in tort, or otherwise, is limited to, and
shall not exceed, the amounts paid hereunder by the Company to Warrant Agent as
fees and charges, but not including reimbursable expenses. The Company agrees
to indemnify the Warrant Agent and save it harmless against any and all
liabilities, including judgments, costs and reasonable counsel fees, for
anything done or omitted by the Warrant Agent in the execution of this
Agreement, including, but not by way of limitation, any action taken or omitted
to be taken by the Warrant Agent hereunder in reliance on instructions from the
Company, except as a result of the Warrant Agent’s negligence, willful
misconduct, or bad faith.


 


7.4.3                        Exclusions.  The Warrant Agent shall have no
responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof);
nor shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Warrant; nor shall it be
responsible to make any adjustments required under the provisions of
Section 4 hereof or responsible for the manner, method, or amount of any
such adjustment or the ascertaining of the existence of facts that would
require any such adjustment; nor shall it by any act hereunder be deemed to
make any representation or warranty as to the authorization or reservation of
any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any shares of Common Stock will, when issued, be valid
and fully paid and non-assessable.


 


7.5                                 Acceptance of
Agency.  The Warrant Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon
the terms and conditions herein set forth and among other things, shall account
promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all moneys received by the Warrant Agent
for the purchase of shares of Common Stock through the exercise of Warrants.


 


8.                                       Miscellaneous
Provisions.


 


8.1                                 Successors.  All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.


 


8.2                                 Notices.  Any notice, statement or demand authorized by
this Agreement to be given or made by the Warrant Agent or by the holder of any
Warrant to or on the Company shall be sufficiently given when so delivered, if
by hand or overnight delivery or if sent by certified mail or private courier
service, within three days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:


 


8

















 


Mission
Community Bancorp


3380
South Higuera Street


San Luis Obispo, CA 93401


Attn:  Chief Executive Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by
the holder of any Warrant or by the Company to or on the Warrant Agent shall be
sufficiently given when so delivered, if by hand or overnight delivery or if
sent by certified mail or private courier service, within three days after
deposit of such notice, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:


 


Computershare
Trust Company, N.A.


Attn:  Corporate Actions


250
Royall Street


Canton,
MA 02021


 


8.3                                 Applicable law.  The validity, interpretation, and performance
of this Agreement and of the Warrants shall be governed in all respects by the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction.  The Company hereby
agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the
courts of the State of New York or a United States District Court located in
New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive.  The Company hereby
waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum.  Any
such process or summons to be served upon the Company may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in
Section 8.2 hereof.  Such mailing
shall be deemed personal service and shall be legal and binding upon the
Company in any action, proceeding or claim.


 


8.4                                 Persons Having
Rights under this Agreement.  Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto of the Warrants any right, remedy, or claim under or by
reason of this Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof.  All covenants,
conditions, stipulations, promises, and agreements contained in this Agreement
shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the registered holders of the Warrants.


 


8.5                                 Examination of
the Warrant Agreement.  A
copy of this Agreement shall be available at all reasonable times at the
principal office of the Warrant Agent for inspection by the registered holder
of any Warrant.  The Warrant Agent may
require any such holder to submit his Warrant for inspection by it.


 


8.6                                 Counterparts.  This Agreement may be executed in any number
of original or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.


 


8.7                                 Effect of
Headings.  The Section headings
herein are for convenience only and are not part of this Agreement and shall
not affect the interpretation thereof.


 


9

















 


8.8                                 Amendments.  This Agreement may be amended by the parties
hereto without the consent of any registered holder for the purpose of curing
any ambiguity, or of curing, correcting or supplementing any defective
provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may
deem necessary or desirable and that the parties deem shall not adversely
affect the interest of the registered holders. 
All other modifications or amendments, including any amendment to
increase the Warrant Price or shorten the Exercise Period, shall require the written
consent of the registered holders of the then outstanding Warrants exercisable
for a majority of the shares of Common Stock issuable upon exercise of the
Warrants.


 


8.9                                 Severability . This
Agreement shall be deemed severable, and the invalidity or unenforceability of
any term or provision hereof shall not affect the validity or enforceability of
this Agreement or of any other term or provision hereof.  Furthermore, in lieu of any such invalid or
unenforceable term or provision, the parties hereto intend that there shall be
added as a part of this Agreement a provision as similar in terms to such
invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


8.10                           Survival. All provisions
regarding indemnification, warranty, liability and limits thereon, and
confidentiality and protection of proprietary rights and trade secrets shall
survive the termination or expiration of this Agreement.


 


8.11                           Confidentiality. The Warrant
Agent and the Company agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or received
pursuant to the negotiation or the carrying out of this Agreement including the
fees for services set forth in the attached schedule shall remain confidential,
and shall not be voluntarily disclosed to any other person, except as may be
required by law.


 


10

















 


IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as
of the day and year first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  MISSION
  COMMUNITY BANCORP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Anita
  M. Robinson

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARRANT
  AGENT:

  
	
   

  	
   

  
	
   

  	
  COMPUTERSHARE
  TRUST COMPANY, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Thomas
  Borbely

  
	
   

  	
  Title:

  	
  Manager,
  Corporate Actions

  
					



 


11

















 


	
  Exhibit A

  	
   

  
	
  NUMBER

  	
  WARRANTS

  



 


(SEE REVERSE SIDE FOR LEGEND)


THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.


EASTERN TIME,
                                    ,
2015


 


CUSIP


 


MISSION COMMUNITY BANCORP


 


WARRANT


 


THIS
CERTIFIES THAT, for value received
                                                                      
is the registered holder of a Warrant or Warrants expiring                                 ,
2015 (the “Warrant”) to purchase one fully paid and non-assessable share of
Common Stock, no par value (“Shares”), of Mission Community Bancorp, a
California corporation (the “Company”), for each Warrant evidenced by this
Warrant Certificate.  The Warrant
entitles the holder thereof to purchase from the Company, commencing
                              ,
2010, such number of Shares of the Company at the price of $5.00 per share,
upon surrender of this Warrant Certificate and payment of the Warrant Price at
the office or agency of the Warrant Agent, Computershare Trust Company, N.A.,
but subject to any conditions set forth herein and in the Warrant Agreement
between the Company and Computershare Trust Company, N.A. (as such agreement
may be amended from time to time, the “Warrant Agreement”).    In no event will the Company be required to
net cash settle the warrant exercise. 
The Warrant Agreement provides that upon the occurrence of certain
events the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted.  The term Warrant Price as used
in this Warrant Certificate refers to the price per Share at which Shares may
be purchased at the time the Warrant is exercised.


 


No
fraction of a Share will be issued upon any exercise of a Warrant.  If the holder of a Warrant would be entitled
to receive a fraction of a Share upon any exercise of a Warrant, the Company
shall, upon such exercise, round up or down to the nearest whole number the
number of Shares to be issued to such holder. 
Upon any exercise of the Warrant for less than the total number of full
Shares provided for herein, there shall be issued to the registered holder
hereof or the registered holder’s assignee a new Warrant Certificate covering
the number of Shares for which the Warrant has not been exercised.


 


Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for
another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.  Upon due presentment for registration of
transfer of the Warrant Certificate at the office or agency of the Warrant
Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the
transferee in exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge except for any applicable tax
or other governmental charge.


 


The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.  This
Warrant does not entitle the registered holder to any of the rights of a
shareholder of the Company.


 


	
   

  	
   

  	
  MISSION
  COMMUNITY BANCORP

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Chief
  Executive Officer

  



 


12

















 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder in Order to Exercise Warrants


 


The
undersigned Registered Holder irrevocably elects to exercise
                          
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of


 


 


	
  (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  
	
   

  
	
   

  
	
  (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

  
	
   

  
	
  and
  be delivered to

  	
   

  
	
  (PLEASE PRINT OR TYPE NAME AND ADDRESS

  



 


and,
if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ADDRESS)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (SOCIAL
  SECURITY OR TAX IDENTIFICATION NUMBER)

  



 


ASSIGNMENT


To Be Executed by the Registered Holder in Order to Assign Warrants


 


For
Value Received,
                                                  
hereby sells, assigns, and transfers unto


 


 


	
  (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  
	
   

  
	
   

  
	
  (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

  
	
   

  
	
  and
  be delivered to

  	
   

  
	
  (PLEASE PRINT OR TYPE NAME AND ADDRESS

  



 


of
the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints
                                                      
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (SIGNATURE)

  



 


THE
SIGNATURE TO THE ASSIGNMENT OF THIS WARRANT MUST CORRESPOND TO THE NAME WRITTEN
UPON THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST


 


13

















 


COMPANY
OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE,
PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.


 


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