Exhibit 4.1


 


	
  INCORPORATED UNDER THE LAWS

  	
   

  	
   

  
	
  OF THE STATE OF CALIFORNIA

  	
   

  	
  UST#170

  
	
  SEPTEMBER 22, 2000

  	
   

  	
  PREFERRED STOCK

  
	
   

  	
   

  	
   

  
	
  No.  0001

  	
   

  	
  5,116 Shares

  



 


MISSION COMMUNITY BANCORP


 


FIXED RATE CUMULATIVE PERPETUAL PREFERRED
STOCK, SERIES D


 


SEE REVERSE SIDE FOR STATEMENT OF
RESTRICTIONS


 


This Certifies that UNITED
STATES DEPARTMENT OF THE TREASURY is the registered holder
of FIVE THOUSAND ONE HUNDRED AND SIXTEEN Shares of
Fixed Rate Cumulative Perpetual Preferred Stock, Series D, No Par Value,
transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed or
assigned.


 


This certificate and the shares
represented thereby shall be held subject to all of the provisions of the
Articles of Incorporation and the Bylaws of said Corporation, a copy of each of
which is on file at the office of the Corporation, and made a part hereof as
fully as though the provisions of said Articles of Incorporation and Bylaws
were imprinted in full on this certificate, to all of which the holder of this
certificate, by acceptance hereof, assents and agrees to be bound.


 


Any shareholder may obtain from
the principal office of the Corporation, upon request and without change, a
statement of the number of shares constituting each class of series of stock
and the designation thereof; and a copy of the rights, preferences, privileges,
and restrictions granted to or imposed upon the respective classes or series of
stock and upon the holders thereof by said Articles of Incorporation and the
Bylaws.


 


In Witness Whereof, the said Corporation has caused this Certificate to be signed by its
duly authorized officers and its Corporate Seal to be hereunto affixed 


 


	
  this
                    day

  	
  of  January A.D.
  2009

  
	
   

  	
   

  
	
  

  	
   

  	
  

  
	
  SECRETARY       

  	
  PRESIDENT  

  



 

















 


For value received                   hereby
sells, assigns and transfers unto


 


 


	
  PLEASE INSERT SOCIAL SECURITY OR OTHER

  	
   

  
	
  IDENTIFYING NUMBER OF ASSIGNEE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 




(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF
ASSIGNEE)





 


 


                                                                                                                                                                                                           Shares
evidenced by the within Certificate, and if required, does hereby irrevocably constitute
and appoint                                 Attorney
to transfer the said Shares on the books of the within named Corporation with
full power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  
	
  In presence of

  	
   

  	
  Transferor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


SIGNATURE(S) GUARANTEED:


 


 


	
  By:

  	
   

  	
   

  



 


THE
SIGNATURE(S) MUST 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
S.E.C. RULE 17ad-15.


 


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. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT 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 THE INVESTOR REFERRED TO THEREIN, 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.


 


NOTICE: THE
SIGNATURE OF THE ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT,
OR ANY CHANGE WHATEVER.