Exhibit 4.1


 


INCORPORATED UNDER THE LAWS


OF THE STATE OF CALIFORNIA


ON OCTOBER 9, 1997


 


	
  Number PA-1

  	
  40,000 Shares

  
	
   

  	
  Fixed Rate Cumulative Perpetual Preferred Stock, Series A

  



 


HERITAGE COMMERCE CORP


AUTHORIZED CAPITAL STOCK: 40,000,000 SHARES


 


	
  30,000,000
  Shares of Common Stock

  	
  10,000,000

  	
   

  	
  Shares of Preferred Stock,
  consisting of:

  
	
   

  	
  9,960,000

  	
   

  	
  Shares of Preferred Stock -
  Undesignated

  
	
   

  	
  40,000

  	
   

  	
  Shares of Fixed Rate
  Cumulative Perpetual Preferred Stock, Series A

  



 


This Certifies that UNITED STATES DEPARTMENT OF THE
TREASURY is the registered holder of Forty Thousand (40,000) shares of Fixed
Rate Cumulative Perpetual Preferred Stock, Series A of HERITAGE COMMERCE
CORP, a California corporation, hereinafter designated “the Corporation,”
transferable only upon the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed or
assigned.


 


The Corporation will furnish without charge to each shareholder who so
requests, a statement of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof of the Corporation, and the qualifications, limitations or
restrictions of such preferences and/or rights. 
Such requests may be made to the Corporation at its principal executive
office.


 


SEE REVERSE FOR RESTRICTIONS ON TRANSFER


 


In
Witness Whereof, the
said Corporation has caused this Certificate to be signed by its duly
authorized officers as of the 21st day of November, 2008.


 


	
  /s/
  Rebecca A. Levey

  	
   

  	
  /s/ Walter T. Kaczmarek

  
	
  Rebecca
  A. Levey, Secretary

  	
   

  	
  Walter T. Kaczmarek, Chief
  Executive Officer

  



 

















 


FOR VALUE RECEIVED                                 
HEREBY SELLS, ASSIGNS, AND TRANSFERS UNTO                 
THE SHARES REPRESENTED BY THIS CERTIFICATE AND DOES HEREBY IRREVOCABLY
CONSTITUTE AND APPOINT ATTORNEY WITH FULL POWER OF SUBSTITUTION IN THE
PREMISES.


 


	
  DATED

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  IN THE PRESENCE OF

  	
   

  	
   

  	
   

  
	
   

  	
  (Witness)

  	
   

  	
  (Shareholder)

  
					



 


NOTICE:  THE SIGNATURE OF 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.


 


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 STATUS 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 NOTICES 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.