Exhibit 4.12


 


	
  RIGHTS CERTIFICATE #:                              

  	
   

  	
  NUMBER
  OF RIGHTS:                      

  



 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
COMPANY’S PROSPECTUS DATED
                  ,
2010 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE, COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MISSION COMMUNITY BANCORP, 3380
SOUTH HIGUEROA, SAN LUIS OBISPO, CA 93401, (805) 782-5000.


 


MISSION COMMUNITY BANCORP


Incorporated under the laws of the State of
California


 


SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Subscription Rights to Purchase
Shares of


Common Stock of Mission Community Bancorp and


Related


Warrants to Purchase Shares of Common Stock
of Mission Community Bancorp


 


Subscription Price:  $5.00 per Share and Related Warrant


 


THE SUBSCRIPTION RIGHTS WILL
EXPIRE IF NOT EXERCISED ON


OR BEFORE 5:00 PM., PACIFIC
TIME, ON
                          ,
2010,


UNLESS EXTENDED BY THE COMPANY


 


REGISTERED


OWNER:


 


THIS
CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner
of the number of non-transferable subscription rights (“Subscription Rights”)
set forth above.  Each whole Right
entitles the holder thereof to subscribe for and purchase one share of Common
Stock, without par value, of Mission Community Bancorp (“Share”), and one
related warrant to purchase one Share (“Warrant”) at a subscription price of
$5.00, pursuant to a Subscription Rights Offering (the “Subscription Rights
Offering”), on the terms and subject to the conditions set forth in the
Prospectus and the “Instructions as to Use of Subscription Rights Certificate”
accompanying this Subscription Rights Certificate.  The Subscription Rights represented by this
Subscription Rights Certificate may be exercised by completing Form 1 and
any other appropriate forms on the reverse side hereof and by returning the
full payment of the subscription price for each Share and related Warrant in
accordance with the “Instructions as to Use of Subscription Rights Certificate”
that accompany this Subscription Rights Certificate.


 


Witness
the seal of Mission Community Bancorp and the signatures of its duly authorized
officers.


 


Dated: 
                    ,
2010


 


	
   

  	
   

  	
   

  
	
  Secretary

  	
   

  	
  Chief
  Executive Officer

  



 


1

















 


DELIVERY OF SUBSCRIPTION RIGHTS CERTIFICATE


 


If delivering by Hand/Mail/Overnight Courier


Mission Community Bancorp


3380 South Higuera Street


San Luis Obispo, California 93401


Attn: Cindy Harrison


 


FORM 1—EXERCISE
OF SUBSCRIPTION RIGHTS


 


To
subscribe for shares and warrants pursuant to your Subscription Rights, please
complete lines (a) and (b) and sign under Form 3 below.


 


(a) 
EXERCISE OF SUBSCRIPTION RIGHTS:


 


I
apply for
                    
shares x $5.00=$               
(no. of new shares)  (subscription
price)  (amount enclosed)


 


(b) METHOD
OF PAYMENT (CHECK ONE)


 


o            Check or bank draft drawn on
a U.S. bank payable to Mission Community Bancorp.


 


Funds
paid by uncertified check may take at least five business days to clear.


 


o  Wire transfer of immediately available funds
directly to the account maintained by Mission Community Bancorp for purposes of
accepting subscriptions in this Rights Offering at Mission Community Bank,
3380 South Higuera Street, San Luis Obispo, California 93401, ABA #  122242649, Account #
                                ,
with reference to the rights holder’s name.


 


(c) 
ASSIGNMENT


 


If
you are an assignee of this Subscription Rights Certificate you must submit the
originally executed assignment form, obtained from Mission Community Bancorp,
signed by the original Subscription Rights Certificate holder, as well as this
completed subscription rights certificate.


 


o  Check here if you are an Assignee of this
Subscription Rights Certificate.


 


FORM 2—DELIVERY
TO DIFFERENT ADDRESS


 


If
you wish for the Shares and Warrants underlying your subscription rights to be
delivered to an address different from that shown on the face of this
Subscription Rights Certificate, please enter the alternate address below, sign
under Form 3 and have your signature guaranteed under Form 4.


 


FORM 3—SIGNATURE


 


TO
SUBSCRIBE:  I acknowledge that I have
received the Prospectus for this Rights Offering and I hereby irrevocably
subscribe for the number of shares indicated above on the terms and conditions
specified in the Prospectus.


 


	
  Signature(s):

  	
   

  	
   

  



 


IMPORTANT:  The signature(s) must correspond with
the name(s) as printed on the reverse of this Subscription Rights
Certificate in every particular, without alteration or any change whatsoever.


 


FORM 4—SIGNATURE
GUARANTEE


 


This
form must be completed if you have completed Form 2.


 


	
  Signature
  Guaranteed:

  	
   

  	
   

  
	
   

  	
  (Name of Bank or Firm)

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  (Signature of Officer)

  	
   

  
				



 


IMPORTANT:  The signature(s) should be guaranteed by
an eligible guarantor institution (bank, stock broker, savings & loan
association or credit union) with membership in an approved signature guarantee
medallion program pursuant to Securities and Exchange Commission
Rule 17Ad-15.


 


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