ex10-17.htm


    THE SECURITIES REPRESENTED BY THIS
CERTIFICATE (THE “WARRANTS”), AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THE WARRANTS
(THE “WARRANT SHARES”), HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS
AND NEITHER THE WARRANTS NOR THE WARRANT SHARES OR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, TO THE
EFFECT THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

    


    
      	
              No. W-____

            	 
      	 
      	 
      	
              Number of
      Warrants:_________

               

            


    

    


    Original
Issue Date: November 3, 2008

    


    PACIFIC COAST NATIONAL
BANCORP

     WARRANT
CERTIFICATE

    


    Pacific
Coast National Bancorp, a California corporation (the “Company”), hereby
certifies that, for value received, __________________, or registered assigns,
is the registered holder (the “Holder”) of the number of warrants (“Warrants”)
set forth above, each Warrant entitling the Holder to purchase one share of the
Company’s common stock, par value $.01 per share (the “Shares”), at an exercise
price (the “Exercise Price”) of $4.75 per Share, subject to adjustment as
provided in Section 11 herein.

     

    The
Warrants evidenced by this Warrant Certificate are part of a series of similar
warrants issued by the Company on the Original Issue Date.

     

    
      	
               
      

            	
              1.

            	
              Term of
      Warrants.  The term for the exercise of the Warrants
      shall begin on the Original Issue Date and shall expire at 5:00 p.m. San
      Clemente, California time, on November 3, 2011 (the “Expiration
      Time”).

            


    

     

    
      	
               
      

            	
              2.

            	
              Exercise of
      Warrants.  The Holder may exercise the Warrants by
      delivering to the secretary of the Company: (i) this Warrant
      Certificate; (ii) a written notice to the Company specifying the
      number of Shares with respect to which the Warrants are being exercised;
      and (iii) a check for the full amount of the aggregate Exercise Price
      for the Shares being acquired.

            


    

     

    
      	
               
      

            	
              3.

            	
              Delivery of Shares; Partial
      Exercise.    Upon receipt of the items set
      forth in Section 2, and subject to the terms set forth herein, the
      Company shall promptly deliver to, and register in the name of, the Holder
      a certificate or certificates representing the number of Shares acquired
      by exercise of the Warrants, which shall contain a legend stating the
      restrictions on transfers of such Shares
as

            


    

    
       

       

      
        
           

        

        
           

          
          

        

        
           

        

      

       

       

       

      
        	
                 
      

              	
                 

              	
                described
      in Section 4. In the event of a partial exercise of the Warrants, a new
      Warrant Certificate, in substantially the form of this Warrant
      Certificate, evidencing the number of Shares that remain subject to the
      Warrants shall be issued by the Company to the Holder or to his, her or
      its duly authorized assigns.

              


      

       

    

    
      	
               
      

            	
              4.

            	
              Restrictions on
      Transfer.  By accepting the Warrants evidenced by this
      Warrant Certificate, the Holder represents that the Holder understands
      that the Warrants and the Shares that may be acquired upon exercise of the
      Warrants have not been registered under the Securities Act of 1933, as
      amended (the “Securities Act”), or any state securities laws and further
      understands that neither the Warrants nor the Shares acquired upon
      exercise of the Warrants or any interest therein may be offered, sold,
      pledged, assigned or otherwise transferred unless (a) a registration
      statement with respect thereto is effective under the Act and any
      applicable state securities laws or (b) the Company receives an opinion of
      counsel, which counsel and opinion are satisfactory to the Company, to the
      effect that such securities may be offered, sold, pledged, assigned or
      transferred in the manner contemplated without an effective registration
      statement under the Act or applicable state securities
    laws.

            


    

     

    
      	
               
      

            	
              5.

            	
              Registration of Transfer and
      Exchange.    

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Company shall keep, or cause to be kept, at its principal place of
      business or at such other location designated by the Company, a register
      or registers in which, subject to such reasonable regulations as the
      Company may prescribe and subject to compliance with Section 4, a
      registrar and transfer agent (the “Securities Registrar”) shall register
      this Warrant Certificate and any transfers thereof as permitted hereby
      (“Securities Register”).  The initial Securities Registrar shall
      be the secretary of the Company, and thereafter, the Securities Registrar
      may be removed and/or appointed as authorized by the
    Company.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Upon
      surrender of this Warrant Certificate for registration of transfer,
      subject to compliance with Section 4, the Company shall issue and deliver
      to the Holder or his, her or its duly authorized assigns, one or more new
      Warrant Certificates of like tenor and in like aggregate
      amount.

            


    

     

    
      	
               
      

            	
              (c)

            	
              At
      the option of the Holder, this Warrant Certificate may be exchanged for
      other Warrant Certificates of like tenor and in like aggregate amount upon
      surrender of the Warrant Certificates to be exchanged. Upon such
      surrender, the Company shall issue and deliver to the Holder or his, her
      or its duly authorized assigns, one or more new Warrant Certificates of
      like tenor and in like aggregate
amount.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Upon
      presentation or surrender of this Warrant Certificate for registration of
      transfer or exchange, in addition to complying with Section 4, this
      Warrant Certificate shall be accompanied (if so required by the Company or
      the Securities Registrar) by a written instrument or instruments of
      transfer, in form satisfactory to the Company or the Securities Registrar,
      duly

            


    

     

     

    
      
         

      

      
        2

        
        

      

      
         

      

    

     

     

    
       

      
        	
                 
      

              	
                 

              	
                executed
      by the registered Holder or by such Holder’s duly authorized attorney in
      writing.

              


      

       

    

    
      	
               
      

            	
              6.

            	
              Replacement of Warrant
      Certificates.    

            


    

     

    
      	
               
      

            	
              (a)

            	
              Upon
      receipt of evidence reasonably satisfactory to the Company of the loss,
      theft, destruction or mutilation of this Warrant Certificate and, in the
      case of loss, theft or destruction, on delivery of an indemnity agreement
      reasonably satisfactory in form and amount to the Company or, in the case
      of mutilation, on surrender and cancellation of this Warrant Certificate,
      the Company shall issue and deliver to the Holder or his, her or its duly
      authorized assigns, one or more new Warrant Certificates of like tenor and
      in like aggregate amount. In the case of loss, theft or destruction of
      this Warrant Certificate, prior to the issuance of a replacement Warrant
      Certificate, the Company may also require that a bond be posted in such
      amount as the Company may determine is necessary as indemnity against any
      claim that may be made against it with respect to such Warrant
      Certificate.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Warrants evidenced by this Warrant Certificate shall be held and owned
      under the express condition that the provisions of this Section are
      exclusive with respect to the replacement of this Warrant Certificate in
      the event of its mutilation, destruction, loss or theft and shall preclude
      (to the extent lawful) all other rights and remedies, notwithstanding any
      law or statute existing or hereafter enacted to the contrary with respect
      to the replacement or payment of negotiable instruments or other
      securities without their surrender.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Upon
      the issuance of a new Warrant Certificate under this Section, the Company
      may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation thereto and any other
      expenses (including the fees and expenses of the Company and its agents
      and counsel) connected therewith.

            


    

     

    
      	
               
      

            	
              7.

            	
              Persons Deemed
      Holders.    Prior to the due presentment of
      this Warrant Certificate for registration of transfer or exchange, the
      Company, any Securities Registrar and any other agent of the Company may
      treat the person in whose name this Warrant Certificate is registered in
      the Securities Register as the sole Holder of this Warrant Certificate and
      of the Warrants represented by this Warrant Certificate for all purposes
      whatsoever, and shall not be bound to recognize any equitable or other
      claim to or interest in this Warrant Certificate or in the Warrants
      represented by this Warrant Certificate on the part of any person and
      shall be unaffected by any notice to the
  contrary.

            


    

     

    
      	
               
      

            	
              8.

            	
              Cancellation.    Upon
      surrender for the purpose of exercise, exchange or registration of
      transfer, this Warrant Certificate shall be cancelled by the Securities
      Registrar, and no Warrant Certificates shall be issued in lieu thereof,
      except as expressly permitted by the provisions
  hereof.

            


    

        

     

    
      
         

      

      
        3

        
        

      

      
         

      

    

     

     

    
       

      
        	
                 
      

              	
                9.

              	
                Stock
      Dividends, Splits, Etc.

              


      

       

    

    
      	
               
      

            	
              (a)

            	
              If,
      prior to the Expiration Time, the Company shall subdivide its outstanding
      Shares into a greater number of Shares, or declare and pay a dividend of
      its Shares payable in additional Shares, the Exercise Price, as then in
      effect, shall be proportionately reduced, and the Company shall
      proportionately increase the number of Shares then subject to exercise
      under the Warrants (and not previously exercised) evidenced by this
      Warrant Certificate.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If,
      prior to the Expiration Time, the Company shall combine its outstanding
      Shares into a lesser number of Shares, the Exercise Price, as then in
      effect, shall be proportionately increased, and the Company shall
      proportionately reduce the number of Shares then subject to exercise under
      the Warrants (and not previously exercised) evidenced by this Warrant
      Certificate.

            


    

     

    
      	
               
      

            	
              10.

            	
              Reorganization,
      Reclassifications, Consolidation or
      Merger.    If, prior to the Expiration Time,
      there shall be a reorganization or reclassification of the Shares (other
      than as provided in Section 9 hereof), or any consolidation or merger
      of the Company with another entity, the Holder shall be entitled to
      receive, during the remainder of the term of the Warrants and upon payment
      of the Exercise Price, the number of shares of stock or other securities
      or property of the Company or of the successor entity (or its parent
      company) resulting from such consolidation or merger, as the case may be,
      to which a holder of Shares, deliverable upon the exercise of the
      Warrants, would have been entitled upon such reorganization,
      reclassification, consolidation or merger; and, in any case, the Company
      shall make appropriate adjustments (as determined by the board of
      directors of the Company in its sole discretion) in the application of the
      provisions with respect to the rights and interests of the Holder so that
      the provisions set forth herein (including the adjustment to the Exercise
      Price and the number of Shares issuable upon exercise of the Warrants)
      shall be applicable, as nearly as may be practicable, to any shares or
      other property thereafter deliverable upon the exercise of the
      Warrants.

            


    

     

    
      	
               
      

            	
              11.

            	
              Certificate as to Adjustments;
      Issuance of New Warrant Certificates.    Within
      thirty (30) days following any adjustment provided for in
      Section 9 or 10 hereof, the Company shall give written notice of the
      adjustment to the Holder as provided in Section 13(a) hereof. The
      notice shall state the Exercise Price as adjusted and the increased or
      decreased number of shares purchasable upon the exercise of the Warrants
      and shall set forth in reasonable detail the method of calculation for
      each. Notwithstanding anything to the contrary set forth herein, the
      Company may, at its option, issue a new Warrant Certificate evidencing the
      Warrants, in such form as may be approved by the Company, to reflect any
      adjustment or change in the Exercise Price and the number or kind of stock
      or other securities or property purchasable upon exercise of the
      Warrants.

            


    

     

    
      	
               
      

            	
              12.

            	
              Fractional
      Shares.    The Company shall not be required to
      issue fractional Shares upon the exercise of Warrants. Warrants
      exercisable for fractional Shares
shall

            


    

     

     

    
      
         

      

      
        4

        
        

      

      
         

      

    

     

     

    
       

      
        	
                 
      

              	
                 

              	
                expire
      as of the Expiration Date, and the Holder of such Warrants shall not be
      entitled to any consideration of any kind or nature in respect of such
      Warrants.

              


      

       

    

    
      	
               
      

            	
              13.

            	
              Miscellaneous.    

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      notice or other communication required or permitted to be made hereunder
      shall be in writing, duly signed by the party giving such notice or
      communication and shall be deemed delivered and effective when given
      personally or mailed by first-class registered or certified mail, postage
      prepaid as follows (or at such other address for a party as shall be
      specified by like notice): (i) if given to the Company, at 905
      Calle Amanecer, Suite 100, San Clemente, California 92673; and
      (ii) if given to the Holder, at the address set forth for the Holder
      on the books and records of the Company. A notice given to the Company by
      the Holder with respect to the exercise of the Warrants shall not be
      effective until received by the
Company.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Company shall at all times, reserve and keep available out of its
      authorized and unissued Shares or out of any Shares held in treasury that
      number of Shares that will from time to time be sufficient to permit the
      exercise in full of all outstanding Warrants evidenced by this Warrant
      Certificate. The Company shall take all such action as may be necessary to
      ensure that all Shares delivered upon exercise of any Warrants shall, at
      the time of delivery of the certificates for such Shares, be duly
      authorized, validly issued, fully paid and
  nonassessable.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Company shall pay when due and payable any and all federal and state
      transfer taxes and charges (other any applicable income taxes) that may be
      payable in respect of the issuance and delivery of Warrant Certificates or
      of certificates for Shares receivable upon the exercise of the Warrants;
      provided, however, that the Company shall not be required to pay any tax
      that may be payable in respect of the issuance and delivery (i) of
      any Warrant Certificate or stock certificate registered in a name other
      than that of the Holder of the Warrant Certificate that has been
      surrendered, or (ii) of any Warrant Certificate under
      Section 6.

            


    

     

    
      	
               
      

            	
              (d)

            	
              No
      Holder, in his capacity as such, shall be entitled to vote or receive
      dividends or shall be deemed from any other purpose the holder of the
      Shares or other securities which may at any time be issuable upon the
      exercise of such Warrants. Nothing contained herein shall be construed to
      confer upon any Holder, in his capacity as such, any of the rights of a
      shareholder of the Company, including any right to vote for the election
      of directors or upon any matter submitted to shareholders of the Company
      at any meeting thereof, to give or withhold consent to any corporation
      action, or to receive notices of meeting or other actions affecting
      shareholders.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Holder, by accepting this Warrant Certificate, accepts and agrees to the
      terms set forth herein.  Such terms shall be binding upon the
      Company and the Holder and their respective heirs, successors,
      representatives and

            


    

     

     

    
      
         

      

      
        5

        
        

      

      
         

      

    

     

     

    
       

      
        	
                 
      

              	
                 

              	
                permitted
      assigns. Nothing expressed or referred to herein is intended or will be
      construed to give any person other than the Company or the Holder any
      legal or equitable right, remedy or claim under or in respect hereof, or
      any provision herein contained, it being the intention of the Company and
      the Holder that this Warrant Certificate, the assumption of obligations
      and statements of responsibilities hereunder, and all other conditions and
      provisions hereof are for the sole benefit of the Company and the Holder
      and for the benefit of no other
person.

              


      

       

    

    
      	
               
      

            	
              (f)

            	
              The
      headings contained in this Warrant Certificate are for convenience of
      reference only and will not affect in any way the meaning or
      interpretation of this Warrant Certificate. The words “hereof,” “herein”
      and “hereunder” and words of similar import when used in this Warrant
      Certificate shall refer to this Warrant Certificate as a whole and not to
      any particular provision in this Warrant Certificate. Each use herein of
      the masculine, neuter or feminine gender shall be deemed to include the
      other genders. Each use herein of the plural shall include the singular
      and vice versa, in each case as the context requires or as is otherwise
      appropriate. The word “or” is used in the inclusive sense. References to a
      person are also to his, her or its permitted successors or assigns. No
      provision of this Warrant Certificate is to be construed to require,
      directly or indirectly, any person to take any action, or omit to take any
      action, which action or omission would violate applicable law (whether
      statutory or common law), rule or
regulation.

            


    

     

    
      	
               
      

            	
              (g)

            	
              In
      the event that any provision of this Warrant Certificate shall be deemed
      to be invalid, illegal or unenforceable, the validity, legality or
      enforceability of the remaining provisions shall not in any way be
      affected or impaired thereby.

            


    

     

    
      	
               
      

            	
              (h)

            	
              THIS
      WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY SHALL BE GOVERNED
      BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA
      WITHOUT REGARD TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE
      PRINCIPLES OF CONFLICTS OF LAWS. IN THE EVENT OF A DISPUTE INVOLVING THIS
      WARRANT CERTIFICATE OR THE WARRANTS EVIDENCED HEREBY, THE COMPANY AND THE
      HOLDER, BY ACCEPTING THIS WARRANT IRREVOCABLY AGREE THAT VENUE FOR SUCH
      DISPUTE SHALL LIE EXCLUSIVELY IN THE STATE AND FEDERAL COURTS LOCATED IN
      (OR CONTAINING WITHIN THEIR JURISDICTIONAL AREAS) SAN CLEMENTE,
      CALIFORNIA.

            


    

     

    [Signature
page follows]

     


    
      
         


      

      
        6

         


      

      
         


      

    


    IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed under its corporate seal.

     

    


    Dated as of November 3, 2008.

    


    
      	 
      	 
      	
              PACIFIC COAST NATIONAL
      BANCORP,

               a California
      corporation

            


    

    


    
      	 
      	 
      	
              By:

            	 
      	 
      
	 
      	 
      	
              Name:

            	 
      	 
      
	 
      	 
      	
              Title:

            	 
      	 
      


    

    


    


    
      	
              [SEAL]

            	 
      	 
      


    

    


    


    


    
      	
              Attest:

            	 
      	 
      


    

    


    
      	 
      	 
      	 
      
	
              Name:

            	 
      	 
      	 
      	 
      
	
              Title:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


     

    


     

    



    
      
         


      

      
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