ex4_3.htm


    
      

    

     

    
      Exhibit
4.3

       

      Form
of Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series
A

       

       

      [FRONT
OF CERTIFICATE]

       

       

      This Certifies that United States Department of
the Treasury is the registered holder of 15,600 Shares of Fixed Rate
Cumulative Perpetual Preferred Stock, Series A, no par value, of Community West
Bancshares, a California corporation,  hereinafter designated “the
Corporation” transferable on the share register of the Corporation 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 charge, a statement of the number of shares constituting
each class or 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.

       

       

      WITNESS
THE SEAL OF THE CORPORATION AND THE SIGNATURES OF ITS DULY AUTHORIZED
OFFICERS.

       

       

      DATED:
THIS 19th
DAY OF December, 2008
A.D.

       

       

      
        
          
            	
                    By:

                  	
                     /s/John Illgen

                  	 	 
      By:	
                     /s/Lynda Nahra

                  
	 
      	
                    Secretary

                  	 	 
      	
                    President

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      [BACK
OF CERTIFICATE]

    

    
       

      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.

       

       

      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
according to applicable laws or regulations. Additional abbreviations may also
be used though not in the list.

       

      
        
          
            
              
                
                  
                    	
                            TEN
      COM —

                          	
                            as
      tenants in common

                          	
                            UNIF
      GIFT IN ACT _____________

                          	
                            Custodian
      ______________

                          	
                             (Minor)

                          
	 	 	 	 	 
	
                            TEN
      ENT  —

                          	
                            as
      tenants by entireties

                          	
                            under
      Uniform Gifts to Minor Act

                          	 
      	
                            (State)

                          
	 
      	 
      	 
      	 
      	 
      
	
                            JT
      TEN    —

                          	
                            as
      joint tenants with right of survivorship

                            and
      not as tenants in common

                          	 
      	 
      	 
      


                  

                

              

               

              
                
                  
                    
                      
                        
                          	
                                  For
      value received, the undersigned hereby sells, assigns and transfers
      unto

                                	
                                   

                                


                        

                      

                    

                  

                

                 

              

            

          

        

      

      
        
          	
                   

                   

                	 


        

      

       

      PLEASE
INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER

       

      
        
          

        

      

      (Please
Print or Typewrite Names and Address including Postal Zip Code of
Assignee)

      
        


        __________________________
Shares of the Preferred Stock represented by the within Certificate, and do
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

                      	 
      	
                        Signature

                      	 
      
	 	 	 	 
	 
      	 
      	 
      	 
      


              

            

          

        

      

       

      NOTE:  THE SIGNATURE TO
THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER. 

       

      


      For
Value Received, __________________________herby
sell, assign, and transfer unto   ____________________________________________Shares
represented by the within Certificate and do 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
the presence of  __________________________
      

       

      2