ex4_1.htm


    
      

    

    EXHIBIT
      4.1

    


     

    CERTIFICATE
      OF INCORPORATION

    OF

    1ST
      CENTURY BANCSHARES, INC.

     

    I,
      the
      undersigned, for purposes of incorporating and organizing a corporation under
      the General Corporation Law of the State of Delaware (the
“GCL”), do execute this Certificate of Incorporation and do
      hereby certify as follows:

     

     

    ARTICLE
      1

    NAME

     

    The
      name
      of the Corporation is 1st Century Bancshares, Inc. (the
“Corporation”).

     

     

    ARTICLE
      2

    ADDRESS
      AND AGENT

     

    The
      address of the registered office of the Corporation in the State of Delaware
      is
      615 South DuPont Highway, in the City of Dover, County of Kent, Delaware
      19901.   The name of its registered agent at that address is
      National Corporate Research, Ltd.

     

     

    ARTICLE
      3

    PURPOSE

     

    The
      purpose of the Corporation is to engage in any lawful act or activity for which
      a corporation may be organized under the GCL.

     

     

    ARTICLE
      4

    INCORPORATOR

     

    The
      name
      and mailing address of the incorporator are as follows:

     

    
      	 	
              Jordan
                E. Hamburger, Esq.

            
	 	
              Manatt,
                Phelps & Phillips, LLP

            
	 	
              11355
                West Olympic Boulevard

            
	 	
              Los
                Angeles, California 90064

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      5

    STOCK

     

    5.1           Authorized
      Capital Stock. The total number of shares of
      stock which the Corporation shall have authority to issue is 60,000,000
      consisting of (i) 50,000,000 shares of common stock, par value of $0.01 per
      share (the “Common Stock”), and (ii)
      10,000,000 shares of preferred stock, par value of $0.01 per share (the
“Preferred Stock”).

     

    5.2           Common
      Stock. The designations, powers (including voting
      powers), preferences and rights, and the qualifications, limitations and
      restrictions, of the Common Stock are as follows:

     

    (a)           Dividends. Subject
      to the terms of any outstanding series of Preferred Stock and any other
      provisions of this Certificate of Incorporation, as it may be amended from
      time
      to time (the “Certificate of
      Incorporation”), holders of shares of Common
      Stock shall be entitled to receive such dividends and other distributions in
      cash, stock or property of the Corporation when, as and if declared thereon
      by
      the Board of Directors from time to time out of assets or funds of the
      Corporation legally available therefor.

     

    (b)           Liquidation,
      Dissolution, Winding Up. In the event of any
      liquidation, dissolution or winding up (either voluntary or involuntary) of
      the
      Corporation resulting in any distribution of its assets to its stockholders,
      subject to the terms of any outstanding series of Preferred Stock, the holders
      of the Common Stock shall be entitled to receive pro rata the assets of the
      Company legally available for distribution to its stockholders.

     

    (c)           Voting. Except
      as otherwise required by law and subject to the terms of any outstanding series
      of Preferred Stock, each outstanding share of Common Stock shall be entitled
      to
      one vote per share held of record by such holder on all matters presented to
      stockholders for a vote; provided, however, that holders of Common Stock shall
      not be entitled to vote on any amendment to this Certificate of Incorporation
      (including any Preferred Stock Designation (as defined below)) that relates
      solely to the terms of one or more outstanding series of Preferred Stock if
      the
      holders of such affected series are entitled, either separately or together
      as a
      class with the holders of one or more other such series, to vote thereon
      pursuant to this Certificate of Incorporation (including any Preferred Stock
      Designation) or the GCL.

     

    5.3           Preferred
      Stock. The Board of Directors is hereby expressly
      authorized, by resolution or resolutions thereof, to provide, out of the
      unissued shares of Preferred Stock, for one or more series of Preferred Stock,
      and by filing a certificate pursuant to the applicable law of the State of
      Delaware (such certificate being hereinafter referred to as a “Preferred
      Stock Designation”), to establish from time to
      time the number of shares to be included in each such series, and to fix the
      designation, powers (including voting powers, if any), preferences, and relative
      participating optional or other special rights of the shares of each such series
      and any qualifications, limitations or restrictions thereof.  The
      powers, preferences and relative, participating optional or other special rights
      of each series of Preferred Stock, and the qualifications, limitations or
      restrictions thereof, if any, may differ from those of any and all other series
      at any time outstanding.  All shares of any one series of Preferred
      Stock shall be identical in all respects with all other shares of such series,
      except that shares of any one series issued at different times may differ as
      to
      the date from which dividends thereon, if any, shall be
      cumulative.  The number of shares of any series of Preferred Stock may
      be increased (but not above the total number of authorized shares of Preferred
      Stock) or decreased (but not below the number of shares then outstanding) by
      a
      certificate executed, acknowledged and filed in accordance with the GCL setting
      forth a statement that such increase or decrease was authorized and directed
      by
      resolution or resolutions of the Board of Directors of the
      Corporation.  The number of authorized shares of Preferred Stock may
      be increased or decreased (but not below the number of shares thereof then
      outstanding) by the affirmative vote of the holders of a majority of the Common
      Stock, without a vote of the holders of the Preferred Stock, or of any series
      thereof, unless a vote of any such holders is required pursuant to the terms
      of
      any Preferred Stock Designation.  Nothing contained herein shall be
      deemed to limit any rights of the holders of any series of Preferred Stock
      as
      expressly granted or indicated pursuant to the terms of the applicable Preferred
      Stock Designation.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    5.4           Action
      in Lieu of Meetings. Subject to rights, if any,
      of any series of Preferred Stock then outstanding, any action required or
      permitted to be taken by the stockholders must be effected at an annual or
      special meeting of stockholders and may not be effected by any consent in
      writing of such stockholders.

     

     

    ARTICLE
      6

    DIRECTORS

     

    6.1           Number
      and Election of Directors. Subject to rights, if
      any, of any series of Preferred Stock then outstanding, the number of Directors
      which shall constitute the whole Board of Directors shall be fixed by, or in
      the
      manner provided in, the Bylaws of the Corporation.

     

    6.2           Term
      of Office. The Board of Directors elected at or
      as of the Effective Date shall hold office until the first annual meeting of
      stockholders held after the Effective Date and until their successors have
      been
      duly elected and qualified.  Thereinafter, Directors will be elected
      at the annual meeting of stockholders and shall hold office until the annual
      meeting of the stockholders next succeeding his election, or until his or her
      successor shall have been duly elected and qualified or until such Director’s
      death, resignation or removal.

     

    6.3           Removal
      of Directors. Except for directors elected by a
      series of Preferred Stock then outstanding, any Director or the entire Board
      of
      Directors may be removed, but only for cause, and only by the affirmative vote
      of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the
      voting power of all of the then outstanding shares of the capital stock of
      the
      Corporation then entitled to vote at an election of Directors, voting together
      as a single class.  Nothing in this Section 6.3 shall be deemed to
      affect any rights of the holders of any series of Preferred Stock to remove
      Directors pursuant to any applicable provisions of the Certificate of
      Incorporation.

     

    6.4           Vacancies. Subject
      to the rights, if any, of any series of Preferred Stock then outstanding, and
      except as otherwise provided in this Certificate of Incorporation, any vacancy,
      whether arising through death, resignation, retirement, removal or
      disqualification of a Director, and any newly created directorship resulting
      from an increase in the number of Directors, shall be filled solely by a
      majority vote of the remaining Directors even though less than a quorum of
      the
      Board of Directors.  A Director so elected to fill a vacancy or newly
      created directorship shall serve until the next annual meeting of the
      stockholders, or until his or her successor shall have been duly elected and
      qualified or until such Director’s death, resignation or removal.  No
      decrease in the number of directors shall shorten the term of any incumbent
      director.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    6.5           Written
      Ballot. Unless and except to the extent that the
      Bylaws of the Corporation shall so require, the election of directors of the
      Corporation need not be by written ballot.

     

     

    ARTICLE
      7

    LIABILITY
      AND INDEMNITY

     

    7.1           Limitation
      of Liability of Directors. No Director shall be
      personally liable to the Corporation or any of its stockholders for monetary
      damages for breach of fiduciary duty as a Director, except to the extent that
      such elimination or limitation of liability is not permitted under the GCL,
      as
      the same exists or may hereafter be amended.

     

    7.2           Right
      to Indemnification. To the fullest extent
      permitted by law, the Corporation shall indemnify and hold harmless any person
      who was or is made or is threatened to be made a party or is otherwise involved
      in any threatened, pending or completed action, suit or proceeding, whether
      civil, criminal, administrative or investigative (a “proceeding”) by reason of
      the fact that such person, or the person for whom he is the legal
      representative, is or was a Director or officer of the Corporation or is or
      was
      serving at the request of the Corporation as a director or officer of another
      corporation or of a partnership, joint venture, trust, enterprise or non-profit
      entity, including service with respect to employee benefit plans (any such
      person, a “Indemnitee”), against all liabilities, losses,
      expenses (including attorney’s fees), judgments, fines and amounts paid in
      settlement (“expenses”) actually and reasonably incurred by
      such person in connection with such proceeding; provided,
      however, that except as otherwise provided in Section 7.4,
      the Corporation shall only be required to indemnify a person in connection
      with
      a proceeding (or part thereof) initiated by such person if the commencement of
      such proceeding (or part thereof) was authorized by the Board of
      Directors.

     

    7.3           Prepayment
      of Expenses.  The Corporation shall pay the expenses incurred
      by a Indemnitee in defending any proceeding in advance of its final disposition,
      provided that, to the extent required by law, the payment of expenses in advance
      of the final disposition of the proceeding shall be made only upon receipt
      of an
      undertaking by such person to repay all amounts advanced if it should be
      ultimately determined that such person is not entitled to be indemnified under
      this Article or otherwise.  The Corporation may pay the expenses
      incurred by any other person in defending any proceeding in advance of its
      final
      disposition upon such terms and conditions as the Board of Directors deems
      appropriate.

     

    7.4           Claims.  If
      a claim for indemnification or advancement of expenses under Section 7.2 or
      Section 7.3 is not paid in full within sixty (60) days after a written claim
      therefor by a Indemnitee has been received by the Corporation, such Indemnitee
      may file suit to recover the unpaid amount of such claim and, if successful
      in
      whole or in part, shall be entitled to be paid the expense of prosecuting such
      claim.  In any such action, the Corporation shall have the burden of
      proving that such Indemnitee is not entitled to the requested indemnification
      or
      advancement of expenses under applicable law.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    7.5           Repeal
      or Modification.  Any amendment, repeal or modification of
      the provisions of this Article or applicable law shall not adversely affect
      any
      right or protection hereunder of any person in respect of any act or omission
      occurring before the time of such amendment, repeal or modification regardless
      of whether the proceeding is brought or threatened before or after the time
      of
      such amendment, repeal or modification.

     

    7.6           Non-Exclusivity
      of Rights.  The right to indemnification and advancement of
      expenses conferred on any person by this Article shall not be exclusive of
      any
      other rights such person may have or acquire under any other provision hereof,
      the Bylaws or by law, agreement, vote of stockholders or disinterested Directors
      or otherwise.

     

    7.7           Survival
      of Rights.  The right to indemnification and prepayment of
      expenses conferred on any person by this Article shall continue as to a person
      who has ceased to be a Director, officer, employee or agent and shall inure
      to
      the benefit of the heirs, executors and administrators of such
      person.

     

    7.8           Insurance.  The
      Corporation may purchase and maintain insurance on behalf of any person who
      is
      or was a Director, officer, employee or agent of the Corporation, or is or
      was
      serving at the request of the Corporation as a director, officer, employee
      or
      agent of another corporation or of a partnership, joint venture, trust,
      enterprise or non-profit entity, including service with respect to employee
      benefit plans, against any liability or expenses incurred by such person in
      connection with a proceeding, whether or not the Corporation would have the
      power to indemnify such person against such liability under the provisions
      of
      this Article or by law.

     

    7.9           Other
      Sources.  The Corporation’s obligation, if any, to indemnify
      or advance expenses to any Indemnitee who was or is serving at the Corporation’s
      request as a director or officer of another corporation or a partnership, joint
      venture, trust, enterprise or non-profit entity, including service with respect
      to employee benefit plans, shall be reduced by any amount such Indemnitee may
      collect as indemnification or advancement of expenses from such other
      corporation, partnership, joint venture, trust, enterprise or non-profit
      entity.

     

    7.10           Other
      Indemnification and Advancement of Expenses.  This Article 7
      shall not limit the right of the Corporation, to the extent and in the manner
      permitted by law, to indemnify and to advance expenses to persons other than
      Indemnitees when and as authorized by appropriate corporate action.

     

     

    ARTICLE
      8

    BYLAWS
      AND CERTIFICATE OF INCORPORATION

     

    8.1           Creation,
      Amendment and Repeal of Bylaws.  In furtherance and not in
      limitation of the powers conferred upon it by the laws of the State of Delaware,
      the Board of Directors shall have the power to adopt, alter, amend or repeal
      the
      Bylaws of the Corporation, subject to the power of the stockholders of the
      Corporation to alter or repeal any Bylaws whether adopted by them or
      otherwise.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    8.2           Amendment
      of Certificate of Incorporation.  The Corporation reserves
      the right at any time, and from time to time, to amend, alter, change or repeal
      any provision contained in this Certificate of Incorporation, and other
      provisions authorized by the laws of the State of Delaware at the time in force
      may be added or inserted, in the manner now or hereafter prescribed by law;
      and
      all rights, preferences and privileges of whatsoever nature conferred upon
      stockholders, Directors or any other persons whomsoever by and pursuant to
      this
      Certificate of Incorporation in its present form or as hereafter amended are
      granted subject to the rights reserved in this Section 8.2 of Article
      8.

     

     

    ARTICLE
      9

    SECTION
      203 OF DELAWARE GENERAL CORPORATION LAW

     

    The
      Corporation shall be governed by Section 203 of the General Corporation Law
      of
      the State of Delaware as it may be amended from time to time.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, the Corporation has caused this
      Certificate of Incorporation to be executed on its behalf this 10th day of
      August,
      2007.

     

     

    
      	 	
              By: 
                

            	
              /s/
                Jordan E. Hamburger

            	 
	 	
              Name:
                Jordan E. Hamburger