Exhibit 4.2


 


016570| 003590|127C|RESTRICTED||4|057-423


 


	
  Fixed
  Rate Cumulative Perpetual

  	
   

  	
  Fixed Rate Cumulative Perpetual

  
	
  Preferred
  Stock, Series A

  	
   

  	
  Preferred Stock, Series A

  
	
   

  	
   

  	
   

  
	
  NO
  PAR VALUE

  	
   

  	
  THIS
  CERTIFICATE IS TRANSFERABLE IN

  
	
   

  	
   

  	
  CANTON,
  MA, JERSEY CITY, NJ AND GOLDEN, CO

  



 


	
  Certificate

  	
   

  	
   

  	
  Shares

  
	
  Number

  	
   

  	
   

  	
  * * 600620 * * * * * *

  
	
  ZQ
  000000

  	
   

  	
   

  	
  * * * 600620 * * * * *

  
	
   

  	
   

  	
  * * * * 600620 * * * *

  
	
   

  	
   

  	
  * * * * * 600620 * * *

  
	
   

  	
   

  	
  * * * * * * 600620 * *

  



 




	
  MANHATTAN BANCORP

  	
   

  
	
  INCORPORATED UNDER THE LAWS OF THE STATE OF
  CALIFORNIA

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THIS CERTIFIES THAT  Mr.
  Alexander David Sample is the owner of SIX HUNDRED THOUSAND SIX HUNDRED AND
  TWENTY

  	
  CUSIP 562754 20 0

  
	
  SEE REVERSE FOR CERTAIN DEFINITIONS

  
				






 


FULLY-PAID AND NON-ASSESSABLE SHARES OF THE FIXED RATE CUMULATIVE PERPETUAL
PREFERRED STOCK, SERIES A, OF


 


Manhattan Bancorp (hereinafter called the “Company”),
transferable on the books of the Company in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed. This
Certificate and the shares represented hereby, are issued and shall be held
subject to all of the provisions of the Articles of Incorporation, as amended,
and the By-Laws, as amended, of the Company (copies of which are on file with
the Company and with the Transfer Agent), to all of which each holder, by
acceptance hereof, assents. This Certificate is not valid unless countersigned
and registered by the Transfer Agent and Registrar.


 


Witness the facsimile seal of the Company and
the facsimile signatures of its duly authorized officers.


 


	
   

  	
  

  	
   

  	
   

  	
   

  DATED <<Month Day, Year>>

  
	
   

  	
  

  	
   

  	
   

  
	
   

  	
  President & Chief Executive Officer

  	
   

  	
  COUNTERSIGNED AND REGISTERED:

  
	
   

  	
   

  	
  COMPUTERSHARE TRUST COMPANY, N.A.

  
	
   

  	
   

  	
  TRANSFER AGENT AND REGISTRAR,

  
	
   

  	
  

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executive Vice President/Chief Financial Officer

  	
   

  	
  By

  	
   

  	
  MP

  
	
   

  	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  



 


MANHATTAN BANCORP


 


PO BOX 43004, Providence, RI 02940-3004


 


MR A SAMPLE


DESIGNATION (IF ANY)


ADD 1


ADD 2


ADD 3


ADD 4


 


	
  CUSIP

  	
   

  	
  XXXXXX XX X

  	
   

  
	
  Holder ID

  	
   

  	
  XXXXXXXXXX

  	
   

  
	
  Insurance Value

  	
   

  	
  1,000,000.00

  	
   

  
	
  Number of Shares

  	
   

  	
  123456

  	
   

  
	
  DTC

  	
   

  	
  12345678 123456789012345

  	
   

  



 


 


	
  Certificate Numbers

  	
   

  	
  Num/No.

  	
   

  	
  Denom.

  	
   

  	
  Total

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  1

  	
   

  	
  1

  	
   

  	
  1

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  2

  	
   

  	
  2

  	
   

  	
  2

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  3

  	
   

  	
  3

  	
   

  	
  3

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  4

  	
   

  	
  4

  	
   

  	
  4

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  5

  	
   

  	
  5

  	
   

  	
  5

  	
   

  
	
  1234567890/1234567890

  	
   

  	
  6

  	
   

  	
  6

  	
   

  	
  6

  	
   

  
	
  Total Transaction

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  7

  	
   

  



 
















 


MANHATTAN BANCORP


TRANSFER FEE $25.00


 


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:


 


	
  TEN COM

  	
   -as tenants in common

  	
   

  	
  UNIF GIFT
  MIN ACT-

  	
  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  
	
  TEN ENT

  	
   -as tenants by the entireties

  	
   

  	
  under Uniform Gifts to Minors Act

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
  JT TEN

  	
  -as joint tenants with right of

  	
   

  	
  UNIF TRF MIN
  ACT

  	
   

  	
  Custodian
  (until age     )

  
	
   

  	
  survivorship
  and not as tenants in

  	
   

  	
   

  	
  (Cust)

  	
   

  	
   

  	
  (Minor)

  
	
   

  	
  common

  	
   

  	
  under Uniform Transfers to Minors Act

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  (State)

  
	
   

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

  	
   

  	
   

  
									



 


Any shareholder may obtain from
the principal office of the Company, 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.


 


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.


 


PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


	
  For value
  received,                                             hereby
  sell, assign and transfer unto

  	
   

  



 


 


(PLEASE PRINT OR TYPEWRITE NAME
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 stock on
the books of the within-named Corporation with full power of substitution in
the premises.


 


	
  Dated:                          20  

  
	
   

  
	
   

  
	
  Signature: 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature: 

  	
   

  	
   

  
	
   

  	
  Notice: The signature to this 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.

   

  	
   

  



 


Signature(s) Guaranteed: Medallion Guarantee Stamp


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 S.E.C. RULE 17Ad-15.