EX-4.8




 Exhibit 4.8 

 

							
	 B-1
	  	INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA	  	 	141,000	  

 WESTERN ALLIANCE BANCORPORATION 

Non-Cumulative Perpetual Preferred Stock, Series B 
  


					
		  	Par Value $.0001 Per Share	  	TRANSFER OF THIS
		  	($1,000 Liquidation Preference Per Share)	  	CERTIFICATE IS
		  		  	RESTRICTED. SEE
		  		  	LEGEND ON REVERSE
		  		  	SIDE.

 This is to certify that SECRETARY OF THE TREASURY is the owner of 

One Hundred Forty-One Thousand (141,000) fully paid and non-assessable shares of Non-Cumulative 

Perpetual Preferred Stock, Series B, par value $.0001 per share and a liquidation preference of $1,000 per share, of the 

Corporation, transferable on the books of the Corporation by the holder hereof in person 

or by duly authorized attorney upon surrender of this certificate properly endorsed. 

This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. 

Witness the seal of the Corporation and the signatures of its duly authorized officers. 

Dated:
                                        

  

					
	      
	  	      

	Chairman and Chief Executive Officer	  	Assistant Secretary
		
	Countersigned and Registered	  	
	American Stock Transfer & Trust Co., as Transfer Agent and Registrar	  	
			
	 By:    
	 	 	  	

 The Corporation will furnish without charge to each stockholder who so requests, the powers, designations, preferences
and relative participating, optional or special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request should be addressed in writing to
the Corporation or the Transfer Agent. 
 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 (THE “144A EXEMPTION”). IF ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS INSTRUMENT IS ADVISED BY THE TRANSFEROR THAT
SUCH TRANSFEROR IS RELYING ON THE 144A EXEMPTION, SUCH TRANSFEREE BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (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. 
 THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND TREASURY, A COPY OF WHICH IS ON FILE
WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID. 

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 to applicable laws or regulations: 
  

											
		 		 		  	
	 TEN COM    —
	 	as tenants in common	  	UNIF GIFT MIN ACT–	  	  
	 	Custodian	  	  

	 TEN ENT     —
	 	as tenants by the entireties	  		  	(Minor)	 		  	(Cust)
	 JT TEN         —
	 	as joint tenants with right of survivorship and not as tenants in common	  		  	  

under Uniform Gifts to Minors Act

		 	  		  	  
	  	
		 	  		  	(State)	  	

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








  
  
 For value received,                         hereby sell(s), assign(s) and
transfer(s) 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 capital stock represented by the within certificate, and do(es) hereby 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                        
                   
  

					
		  	      

		  	Signature	  	
			
		  	NOTICE:	  	The signature to this assignment must correspond with the name as written upon the face of this certificate in every particular, without alteration or enlargement or any change
whatever.

 SIGNATURE GUARANTEED 

 
  
 NOTICE: The signature(s) should 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 Rule 17Ad-15 under the Securities Exchange Act of 1934.