Exhibit 4.1


 





 


	
  Certificate

  	
  WILSHIRE BANCORP, INC.

  	
  Shares

  
	
  **A-XX**

  	
  INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA

  	
  **XX**

  
	
   

  	
  Fixed Rate Cumulative Perpetual Preferred Stock,
  Series A

  	
   

  
	
   

  	
  No Par Value Per Share

  	
   

  
	
   

  	
  ($1,000 Liquidation Preference Per Share)

  	
   

  



 


THIS IS TO CERTIFY THAT ** SPECIMEN
** is the owner of XXXXXXXXXXXXX  (XXX) fully paid and non- assessable shares of
Fixed Rate Cumulative Perpetual Preferred Stock, Series A, no par value
per share, liquidation preference $1,000 per share, of


 


WILSHIRE BANCORP, INC.


 


transferable
only by the holder in person or by duly authorized attorney, upon surrender of
this Certificate properly endorsed.


 


The Company has caused this Certificate to be signed by its duly
authorized officers on                       ,
20         .


 


	
   

  	
   

  	
   

  
	
  Steven
  Koh 

  	
   

  	
  Alex
  Ko

  
	
  Chairman

  	
   

  	
  Chief
  Financial Officer

  



 


THE SHARES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS. SEE REVERSE SIDE.


 

















 


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.


 


FOR VALUE RECEIVED, I hereby sell, assign and transfer unto




 





(Printed name, street address, city, state and ZIP code of Assignee)


	
  the
  amount of

  	
   

  	
  Share(s) of
  the stock represented by the within

  
	
  (Number of shares)

  
	
   

  
	
  Certificate,
  and do hereby irrevocably constitute and appoint

  	
   

  
	
  (Printed
  name)

  
				



as
my Attorney to transfer the stock on the books of the within named Company with
full power of substitution in the premises.


 


	
  Date:

  	
   

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
  Printed
  Name:

  	
   

  
	
  In
  the Presence of:

  	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  	
  Printed
  Name: