Exhibit
4.4


 


DESCRIPTION
OF REGISTRANT’S SECURITIES


 


As of December 31,
2021, Five Star Bancorp (the “Company,” “we,” “our” and “us”), had one class of
securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common
stock, no par value per share (“common stock”).


 


DESCRIPTION
OF CAPITAL STOCK


 


General


 


The following description
of the current terms of our capital stock is a summary and is not meant to be complete. It is qualified in its entirety by reference
to the California General Corporation Law (the “CGCL”), federal law, the Company’s amended and restated articles of
incorporation (the “Articles of Incorporation”), and the Company’s amended and restated bylaws (the “Bylaws”).
Our Articles of Incorporation and Bylaws are included as exhibits to our Annual Report on Form 10-K of which this Exhibit 4.4 forms a
part. We encourage you to carefully read our Articles of Incorporation, Bylaws, and the applicable provisions of federal law and the
CGCL for additional information.


 


Authorized
Capital Stock


 


Our authorized capital
stock consists of 100,000,000 shares of common stock and 10,000,000 shares of undesignated preferred stock, no par value per share (“preferred
stock”), the terms of which may be established by our Board of Directors (the “Board”) by resolution.


 


Voting
Rights and Majority Written Consent


 


Holders of our common
stock are entitled to one vote per share on all matters requiring shareholder action, including the election of directors.


 


Our Bylaws provide that
a majority of the shares entitled to vote at a shareholders’ meeting, represented in person or by proxy, constitutes a quorum.
When a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote, such affirmatively
voting shares constituting at least a majority of the required quorum, are required to take action, unless otherwise specified by law
or our Articles of Incorporation, and except for the election of directors, which will be determined by a plurality vote. There are no
cumulative voting rights.


 


Any action that, under
any provision of the CGCL, may be taken at a meeting of the shareholders, may be taken without a meeting and without prior notice if
a consent in writing, setting forth the action so taken, is signed by the holders of the outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares are entitled to vote
thereon were present and voted; provided, that unless the consents of all shareholders entitled to vote have been solicited in writing,
notice of any shareholder approval without a meeting by less than unanimous consent must be given as required under the CGCL, to such
shareholders who are required to receive such notice under the CGCL. In addition, directors may be elected by written consent only if
signed by the holders of all outstanding shares entitled to vote for the election of directors, except that action taken by shareholders
to fill one or more vacancies on the Board (other than any vacancy created by removal) that has not been filled by the Board may be taken
by written consent of a majority of the outstanding shares entitled to vote.


 


No
Preemptive or Similar Rights


 


Under our Articles of
Incorporation and Bylaws, the holders of our common stock have no preemptive or other subscription rights, and there are no redemption,
sinking fund, or conversion privileges applicable to our common stock.



    	 



    	 



    


Dividend
Rights 


 


The payment of dividends
is subject to the restrictions set forth in the CGCL. The CGCL provides that neither a company nor any of its subsidiaries may make any
distribution to its shareholders unless: (i) the amount of retained earnings of the company immediately prior to the distribution equals
or exceeds the sum of (a) the amount of the proposed distribution plus (b) the preferential dividends arrears amount (as calculated pursuant
to Section 500(b) of the CGCL) or (ii) following the distribution, the value of the company’s assets would equal or exceed the
sum of its total liabilities plus the preferential rights amount (as calculated pursuant to Section 500(b) of the CGCL).


 


Holders of our common
stock may receive dividends when, as, and if declared by our Board out of funds legally available for the payment of dividends, subject
to any restrictions imposed by regulatory authorities and the payment of any preferential amounts to which any class of preferred stock
may be entitled.


 


Liquidation
Rights 


 


In the event of the
liquidation, dissolution or winding up of the Company, subject to the rights of the holders of any then outstanding shares of preferred
stock, the holders of our common stock are entitled to receive all of our assets remaining after satisfaction of all our liabilities
and the payment of any liquidation preference of any outstanding preferred stock.


 


Anti-Takeover
Provisions


 


Certain provisions of
our Articles of Incorporation and Bylaws, and the CGCL and federal banking regulations applicable to us, may be deemed to have anti-takeover
effects and may delay, defer, or prevent a change of control of the Company and/or limit the price that certain investors may be willing
to pay in the future for shares of our common stock.


 


Authorized
but Unissued Shares


 


The corporate laws and
regulations applicable to us enable our Board to issue, from time to time and at its discretion, but subject to the rules of any applicable
securities exchange, any authorized but unissued shares of our common stock or preferred stock. Any such issuance of shares could be
utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions, and employee benefit
plans. The ability of our Board to issue authorized but unissued shares of our common stock or preferred stock at its sole discretion
may enable our Board to sell shares to individuals or groups whom the Board perceives as friendly with management, which may make more
difficult unsolicited attempts to obtain control of our organization. In addition, the ability of our board of directors to issue authorized
but unissued shares of our capital stock at its sole discretion could deprive the shareholders of opportunities to sell their shares
of common stock or preferred stock for prices higher than prevailing market prices.


 


Preferred
Stock


 


Our
Articles of Incorporation contain provisions that permit our Board to issue, without any further vote or action by the shareholders,
up to 10,000,000 shares of preferred stock in one or more series and, with respect to each such series, to fix the number of
shares constituting the series and the designation of the series, and to determine or alter the rights, powers, preferences, and restrictions
of the shares of such series.


 


The existence of shares
of authorized undesignated preferred stock enables us to meet possible contingencies or opportunities in which the issuance of shares
of preferred stock may be advisable, such as in the case of acquisition or financing transactions. Having shares of preferred stock available
for issuance gives us flexibility in that it would allow us to avoid the expense and delay of calling a meeting of shareholders at the
time the contingency or opportunity arises. Any issuance of preferred stock with voting rights or which is convertible into voting shares
could adversely affect the voting power of the holders of common stock. Furthermore, the issuance of preferred stock could adversely
affect the likelihood that such holders will receive dividend payments and payments upon liquidation. The shares of preferred stock that
may be issued in the future may have other rights, including economic rights senior to our common stock, and, as a result, could have
an adverse effect on the market value of our common stock.



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Any of these actions
could have an anti-takeover effect and discourage a transaction that some or a majority of our shareholders might believe to be in their
best interests or in which our shareholders might receive a premium for their shares over our then-market price.


 


Board
Size and Vacancies


 


Our Bylaws enable our
Board to increase the size of the Board between annual meetings and fill the vacancies created by the increase by a majority of the remaining
directors.


 


No
Cumulative Voting


 


Our Bylaws prohibit
cumulative voting in the election of directors. In the absence of cumulative voting, the holders of a majority of the shares of our common
stock may elect all of the directors standing for election, if they should so choose.


 


Special
Meetings of Shareholders


 


Special meetings of
the shareholders may be called by the Board, the chairperson of the Board, the president, or by the holders of shares entitled to cast
at least 10% of the vote at such a meeting.


 


Advance
Notice Procedures for Director Nominations and Shareholder Proposals


 


Our Bylaws establish
an advance notice procedure with regard to business to be brought before an annual or special meeting of shareholders and with regard
to the nomination of candidates for election as directors, other than by or at the direction of the Board of directors. Although this
procedure does not give our Board any power to approve or disapprove shareholder nominations for the election of directors or proposals
for action, it may have the effect of precluding a contest for the election of directors or the consideration of shareholder proposals
if the established procedure is not followed, and of discouraging or deterring a third party from conducting a solicitation of proxies
to elect its own slate of directors or to approve its proposal without regard to whether consideration of the nominees or proposals might
be harmful or beneficial to our shareholders and us.


 


Amending
Certain Provisions of our Articles of Incorporation.


 


Our Articles of Incorporation
require a two-thirds vote of the directors then in office and two-thirds vote of then-outstanding shares of capital stock to modify the
sections of our Articles of Incorporation addressing limitation of liability and indemnification of our officers and directors, which
provide limitation of liability and indemnification to the maximum extent permitted by law and addressing the amendment of the Articles
of Incorporation.


 


Amending
our Amended Bylaws


 


Our board of directors
may amend our Bylaws, other than a bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing
from a fixed to a variable board or vice versa, without shareholder approval.


 


Approval
of Merger


 


Under the CGCL, most
business combinations, including mergers, consolidations, and sales of substantially all of the assets of a California corporation must
be approved by the vote of the holders of at least a majority of the outstanding shares of common stock and any other affected class
of stock of such corporation. The articles of incorporation of a California corporation may, but are not required to, set a higher standard
for approval of such transactions. Our Articles of Incorporation do not set higher limits.



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California
Law and Federal Banking Laws


 


We are subject to the
provisions of Section 1203 of the CGCL, which contains provisions that may have the effect of deterring hostile takeovers or delaying
or preventing changes in control in which our shareholders could receive a premium for their shares or other changes in our management.
First, if an “interested party” makes an offer to purchase the shares of some or all of our existing shareholders, we must
obtain an affirmative opinion in writing as to the fairness of the offering price prior to completing the transaction. California law
considers a person to be an “interested party” if the person directly or indirectly controls our company, if the person is
directly or indirectly controlled by one of our officers or directors, or if the person is an entity in which one of our executive officers
or directors holds a material financial interest. If, after receiving an offer from such an “interested person,” we receive
a subsequent offer from a neutral third party at least 10 days prior to the date for acceptance of the tendered shares or the vote or
notice of shareholder approval of the offer from such an “interested person,” then we must notify our shareholders of such
third party offer and afford each of them the opportunity to withdraw their vote, consent, or proxy previously given to the “interested
party” offer before such vote, consent, or proxy becomes effective or afford a reasonable time to withdraw any tendered shares
before the purchase of the shares pursuant to the “interested party” proposal (with a delay of 10 days from the notice or
publication of the later proposal will be deemed to provide a reasonable opportunity or time to effect that withdrawal).


 


We are also subject
to other provisions of the CGCL, which include voting requirements that may also have the effect of deterring hostile takeovers, disposing
of our assets or delaying or preventing changes in control of our management. Under Section 1101 of the CGCL, except in (i) a short-form
merger or (ii) a merger of a corporation into a subsidiary in which it owns at least 90% of the outstanding shares of each class, if
a single entity or constituent corporation owns, directly or indirectly, prior to the merger more than 50% of any class of our capital
stock and attempts to merge our Company into itself or other constituent corporation, the Company’s non-redeemable securities may
only be exchanged for non-redeemable securities of the surviving entity, unless all of the shareholders of the applicable class of non-redeemable
securities consent to the transaction or the terms of the transaction are approved and determined to be fair by the California Department
of Financial Protection and Innovation (“DFPI”). Section 1001(d) of the CGCL provides that the principle terms of any proposed
sale or disposition of all or substantially all of our assets to any other corporation that we are controlled by or under common control
with must be consented to by at least 90% of the of the voting power of our capital stock or approved and determined fair by the DFPI,
provided, however that this restriction does not apply if the disposition is to a domestic or foreign corporation or other business entity
in consideration of the nonredeemable common shares or nonredeemable equity securities of the acquiring party or its parent. Sections
1101 and 1001 of the CGCL could make it significantly more difficult for a third party to acquire control of our Company by preventing
a possible acquirer from cashing out minority shareholders or selling substantially all of our assets to a related party, and therefore
could discourage a hostile bid or could delay, prevent, or deter entirely a merger, acquisition, or tender offer in which our shareholders
could receive a premium for their shares or a proxy contest for control of us or other changes in our management.


 


Furthermore, the Bank
Holding Company Act of 1956, as amended (the “BHC Act”), the Change in Bank Control Act (the “CBCA”), the DFPI,
and the California Financial Code impose notice, application, approvals, and ongoing regulatory requirements on any shareholder or other
party that seeks to acquire direct or indirect control of bank holding companies or banks, as applicable. These laws could delay or prevent
an acquisition. The ability of a third party to acquire our stock is limited under applicable U.S. banking laws, and regulatory approval
for the acquisition of our stock may be required under certain circumstances. The BHC Act requires any bank holding company to obtain
the approval of the Federal Reserve prior to acquiring more than 5% of our outstanding common stock. Any corporation or other company
that becomes a holder of 25% or more of our outstanding common stock, or otherwise is deemed to control us under the BHC Act, would be
subject to regulation as a bank holding company under the BHC Act. In addition, any person other than a bank holding company may be required
to obtain prior approval of the Federal Reserve to acquire 10% or more of our outstanding common stock under the CBCA. Further, prior
approval of the DFPI is required for any person to acquire control of us, and control for these purposes is presumed to exist when a
person owns 10% or more of our outstanding common stock.


 


Exclusive
Forum Selection


 


Our Bylaws provide that,
subject to limited exceptions, the United States District Court for the Northern District of California (or, in the event that the United
States District Court for the Northern District of California does not have jurisdiction, any other federal or state court of California)
will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim
of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our shareholders; (iii) any action
asserting a claim against us or any of our directors, officers, or other employees arising pursuant to any provision of the CGCL, our
Articles of Incorporation, or Bylaws; or (iv) any other action asserting a claim against us or any of our directors, officers, or other
employees that is governed by the internal affairs doctrine. Our Bylaws further provide that, unless we consent in writing to the selection
of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by applicable
law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the federal securities laws,
including the applicable rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring or holding
any interest in any shares of our capital stock will be deemed to have notice of and to have consented to this provision of our Bylaws.
Although we believe this provision benefits us by providing increased consistency in the application of California and federal securities
law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and
officers.



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Section 27 of the Exchange
Act vests exclusive federal jurisdiction for all claims brought to enforce any duty or liability created under the Exchange Act or the
rules and regulations thereunder. Therefore, claims to enforce any duty or liability created under the Exchange Act or the rules and
regulations thereunder must be brought in a federal court as required by Section 27 of the Exchange Act and as provided in the exclusive
forum selection provision of our Bylaws.




In addition, Section
22 of the Securities Act of 1933, as amended (the “Securities Act”) creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.
As a result, there is uncertainty as to whether a court would enforce a forum selection clause in connection with claims arising under
the Securities Act and the rules and regulations thereunder, and, in any event, shareholders will not be deemed to have waived the Company’s
compliance with the federal securities laws and the rules and regulations thereunder.


 


Transfer
Agent and Registrar


 


The transfer agent and
registrar for our common stock is Computershare Trust Company, N.A.



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