Exhibit 4.1





	
 

	
 


	
RIGHTS CERTIFICATE #:

	
NUMBER OF RIGHTS






THE TERMS AND CONDITIONS OF THE RIGHTS
OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS 

DATED _____ __, 2008 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY
REFERENCE. COPIES OF 

THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM JOHN MARINO AT 1ST
UNITED BANCORP, INC.


1ST
United Bancorp, Inc.

Incorporated under the laws of the State of
Florida


NON -
TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


Evidencing Non - Transferable Subscription Rights to
Purchase Shares of Common Stock of 1st United Bancorp, Inc. 


Subscription
Price:     $_____ per Share


THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
EASTERN TIME,

ON _______ __, 2008, UNLESS EXTENDED BY THE COMPANY


REGISTERED

         OWNER:


THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner
of the number of non-transferable subscription rights (“Rights”) set forth
above. Each whole Right entitles the holder thereof to subscribe for and
purchase one share of Common Stock, with a par value of $0.01 per share, of 1st
United Bancorp, Inc., a Florida corporation, at a subscription price of $_____
per share (the “Basic Subscription Right”), pursuant to a rights offering (the “Rights
Offering”), on the terms and subject to the conditions set forth in the
Prospectus and the “Instructions as to Use of 1st United Bancorp,
Inc. Subscription Rights Certificates” accompanying this Subscription Rights
Certificate. If any shares of Common Stock available for purchase in the Rights
Offering are not purchased by other holders of 




Rights pursuant to the exercise
of their Basic Subscription Right (the “Excess Shares”), any Rights holder that
exercises its Basic Subscription Right in full may subscribe for a number of Excess
Shares pursuant to the terms and conditions of the Rights Offering, subject to
availability, proration, and limitation, as described in the Prospectus (the
“Over-Subscription Privilege”). The Rights represented by this Subscription
Rights Certificate may be exercised by completing the reverse side hereof and
any other appropriate forms and by retuning the full payment of the
subscription price for each share of Common Stock in accordance with the
“Instructions as to Use of 1st United Bancorp, Inc. Subscription
Rights Certificates” that accompany this Subscription Rights Certificate. 






This Subscription Rights Certificate is not valid unless
countersigned by the subscription agent and registered by the registrar.


Witness the seal of 1st United Bancorp, Inc. and the signatures of
its duly authorized officers. 


Dated: 


	
 

	
 

	
 


	


	



	
Chief Executive Officer

	
President and


	
 

	
Chief Financial Officer


	
 

	
 


	
 

	
COUNTERSIGNED AND REGISTERED:


	
 

	
    AMERICAN STOCK TRANSFER & TRUST COMPANY, 


	
 

	
              (New York, N.Y.)        
        
TRANSFER AGENT


	
 

	
 

	
AND REGISTRAR  


	
 

	
 

	
 


	
 

	
By:
	



	
 

	

            
              
          AUTHORIZED SIGNATURE


















DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


Delivery to
an address other than the address listed below will not constitute valid
delivery. Delivery by facsimile will not constitute valid delivery.


	
 

	
 

	
 


	
By Mail or Overnight Courier: 

	
 

	
By Hand: 


	
American Stock Transfer & Trust Company LLC

 Operations Center

 Attn: Reorganization Department

 6201 15th Avenue

 Brooklyn, NY 11219

	
Telephone Number for Confirmation (718) 921-8317

	
American Stock Transfer & Trust Company LLC

 Attn: Reorganization Department

 59 Maiden Lane, Plaza Level

 New York, NY 10038


	

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY








	
 

	
 

	
 


	
 

	


	
 





SECTION 1-EXERCISE OF SUBSCRIPTION RIGHTS


To subscribe
for shares of Common Stock pursuant to an exercise of all or a portion of your
Rights, please complete the following and sign under Section 3 below.


	
 

	
 

	
 

	
 


	
(a) EXERCISE OF
 BASIC SUBSCRIPTION RIGHTS: I subscribe for ________
 shares at  $________ each  =  
 $____________


	
 

	
  (No. of new shares)

	
    (Subscription price)

	
 


	
       
           (Amount enclosed)

	
 

	
 

	
 


	
(b) EXERCISE OF
 OVERSUBSCRIPTION RIGHTS: I subscribe for
_________ shares at  $________ each  =  
 $____________


	
 

	
  (No. of new shares)

	
    (Subscription price)

	
 


	
       
           (Amount enclosed)

	
 

	
 

	
 


	
NOTE: You may subscribe for
 additional shares pursuant to your Oversubscription Right only if you
 exercised your Basic Subscription Privilege in full.





TOTAL AMOUNT ENCLOSED: $_______________________


	
 

	
 


	
 

	
METHOD OF PAYMENT (PLEASE INDICATE):


	
 

	
 


	
o   CHECK ENCLOSED: Personal check, certified check or cashier’s
 check drawn upon a U.S. bank, or express money order payable to American
 Stock Transfer & Trust Company, as Subscription Agent.


	
 

	
 


	
o

	
FUNDS WIRED: Wire transfer of immediately available funds directly
 to the account maintained by American Stock Transfer & Trust Company LLC,
 as Subscription Agent, for purposes of the Rights Offering at JPMorgan Chase
 Bank, ABA #021000021, Account # [__________] (PLEASE PROVIDE WIRE
 REFERENCE NUMBER): ____________________________








	
 

	
 

	
 


	
 

	


	
 





SECTION 2-SPECIAL ISSUANCE OR DELIVERY
INSTRUCTIONS


To be
completed ONLY if the certificate representing the Common Stock issuable upon
exercise of the Rights is to be issued in a name other than that of the
registered holder or is to be delivered to an address different from that shown
on the face of this Subscription Rights Certificate. Complete the following,
sign under Section 3 and have your signature guaranteed under Section 4
below.


Please issue
the certificate representing the Common Stock in the following name and \or
deliver to the following address:


	
 


	



	
Print Full Name and Tax ID or
 Social Security Number and Address


	
 


	









	
 

	
 

	
 


	
 

	


	
 








	
 


	
SECTION 3-SIGNATURE


	
 


	
TO SUBSCRIBE: I acknowledge that
 I have received the Prospectus for this Rights Offering and I hereby
 irrevocably subscribe for the number of shares of Common Stock indicated
 above on the terms and conditions specified in the Prospectus.


	
 


	
Signature(s): ________________________________________________________________________


	
IMPORTANT: The signature(s) must
 correspond with the name(s) as printed on the reverse of this Subscription
 Rights Certificate in every particular, without alteration or enlargement, or
 any change whatsoever.


	
 


	
If you are signing in your
 capacity as a trustee, executor, administrator, guardian, attorney-in-fact,
 agent, officer of a corporation or another acting in a fiduciary or
 representative capacity, please provide the following information:


	
 


	
Name: _____________________________________________________________________________________________________________


	
 


	
Capacity: ___________________________________________ Tax ID or
 Social Security Number: ____________________________________








	
 

	
 

	
 


	
 

	


	
 








	
 


	
SECTION
 4-SIGNATURE GUARANTEE


	
 


	
YOU MUST HAVE YOUR SIGNATURE(S)
 GUARANTEED IF YOU HAVE COMPLETED ANY PORTION OF SECTION 2


	
 


	
Signature Guaranteed: ___________________________________________________________________________________


	
(Name of Bank or Firm)




	
By: __________________________________________________________________________________________________


	
(Signature of Officer)




	
IMPORTANT: Your signature(s) must
 be guaranteed by an eligible guarantor institution (for example, a bank,
 stockbroker, savings & loan association or credit union) with membership
 in an approved signature guarantee medallion program pursuant to Rule 17Ad-15
 of the Securities Exchange Act of 1934, and amended.








	
 

	
 

	
 


	
 

	


	
 


	

PLEASE CONSULT THE “INSTRUCTIONS
 AS TO THE USE OF 1st UNITED BANCORP, INC. SUBSCRIPTION RIGHTS
 CERTIFICATES” ACCOMPANYING THIS SUBSCRIPTION RIGHTS CERTIFICATE. IF YOU HAVE
 QUESTIONS, PLEASE CONTACT JOHN MARINO, AT 1st UNITED BANCORP,
 INC., AT (561) 362-3435, OR YOUR BANK OR BROKER.