Exhibit 4.11


 


	
  NUMBER

  	
   

  	
  WARRANTS

  



 


(SEE REVERSE SIDE FOR LEGEND)


THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M.


PACIFIC TIME,
                 ,
2015


 


CUSIP


 


MISSION COMMUNITY BANCORP


 


WARRANT


 


THIS
CERTIFIES THAT, for value received
                                                                      
is the registered holder of a Warrant or Warrants expiring
                                ,
2015 (the “Warrant”) to purchase one fully paid and non-assessable share of
Common Stock, no par value (“Shares”), of Mission Community Bancorp, a
California corporation (the “Company”), for each Warrant evidenced by this
Warrant Certificate.  The Warrant
entitles the holder thereof to purchase from the Company, commencing
                              ,
2010, such number of Shares of the Company at the price of $5.00 per share,
upon surrender of this Warrant Certificate and payment of the Warrant Price at
the office or agency of the Warrant Agent, Computershare Trust Company, N.A.,
but subject to any conditions set forth herein and in the Warrant Agreement
between the Company and Computershare Trust Company, N.A. (as such agreement
may be amended from time to time, the “Warrant Agreement”).    In no event will the Company be required to
net cash settle the warrant exercise. 
The Warrant Agreement provides that upon the occurrence of certain
events the Warrant Price and the number of Warrant Shares purchasable
hereunder, set forth on the face hereof, may, subject to certain conditions, be
adjusted.  The term Warrant Price as used
in this Warrant Certificate refers to the price per Share at which Shares may
be purchased at the time the Warrant is exercised.


 


No
fraction of a Share will be issued upon any exercise of a Warrant.  If the holder of a Warrant would be entitled
to receive a fraction of a Share upon any exercise of a Warrant, the Company
shall, upon such exercise, round up or down to the nearest whole number the
number of Shares to be issued to such holder.


 


Upon
any exercise of the Warrant for less than the total number of full Shares
provided for herein, there shall be issued to the registered holder hereof or
the registered holder’s assignee a new Warrant Certificate covering the number
of Shares for which the Warrant has not been exercised.


 


Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for
another Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants.


 


Upon
due presentment for registration of transfer of the Warrant Certificate at the
office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
Certificates of like tenor and evidencing in the aggregate a like number of
Warrants shall be issued to the transferee in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge except for any applicable tax or other governmental charge.


 


The
Company and the Warrant Agent may deem and treat the registered holder as the
absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the registered holder, and for all
other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


 


This
Warrant does not entitle the registered holder to any of the rights of a
shareholder of the Company.


 


	
   

  	
  MISSION
  COMMUNITY BANCORP

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Secretary

  	
   

  	
   

  	
  Chief
  Executive Officer

  



 

















 


SUBSCRIPTION FORM


 


To Be Executed by the Registered Holder in Order to Exercise Warrants


 


The
undersigned Registered Holder irrevocably elects to exercise
                          
Warrants represented by this Warrant Certificate, and to purchase the shares of
Common Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of


 


	
   

  	
   

  
	
  (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

  	
   

  
	
   

  	
   

  
	
  and
  be delivered to

  	
   

  	
   

  
	
  (PLEASE PRINT OR TYPE NAME AND ADDRESS

  	
   

  
				



 


and,
if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (SIGNATURE)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ADDRESS)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (SOCIAL
  SECURITY OR TAX IDENTIFICATION NUMBER)

  	
   

  



 


ASSIGNMENT


To Be Executed by the Registered Holder in Order to Assign Warrants


 


For
Value Received,                                                   
hereby sells, assigns, and transfers unto


 


	
   

  	
   

  
	
  (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

  	
   

  
	
   

  	
   

  
	
  and
  be delivered to

  	
   

  	
   

  
	
  (PLEASE PRINT OR TYPE NAME AND ADDRESS

  	
   

  
				



 


of
the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitutes and appoints
                                                      
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  (SIGNATURE)

  



 


THE
SIGNATURE TO THE ASSIGNMENT OF THIS WARRANT MUST CORRESPOND TO THE NAME WRITTEN
UPON THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY
OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE,
PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.