Exhibit 4.1


 


 


 


	NUMBER	SHARES



 


COMMON STOCK


INCORPORATED
UNDER THE LAWS OF THE STATE Of CALIFORNIA


 


This
Certifies That


 


is
the Registered Owner of


 


Fully Paid and Non-Assessable Shares
of Common Stock of $10.00 Par Value Each of


 





BAYCOM CORP


 


Transferable on the books of the Corporation
in person or by attorney upon surrender of this Certificate duly endorsed or assigned. This Certificate and the shares represented
hereby are subject to the laws of the State of California, and to the Articles of Incorporation and Bylaws of the Corporation,
as now or hereafter amended. This Certificate is not valid until countersigned by the Transfer Agent, WITNESS the facsimile seal
of the Corporation and the facsimile signatures of its duly authorized officers.


 


	 	Countersigned:	 
	Dated	 	 
	 	 	OTR, INC.
	 	 	1001 SW 5TH AVE, SUITE 1230, PORTLAND, OR 97204
	 	 	TRANSFER AGENT
	 	BY:	 
	 	 	AUTHORIZED SIGNATURE


 


	 	 	 
	Chairman	 	President and Chief Executive Officer


 




     

     


    

 


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
    TRAN MIN ACT— 	   	Custodian	 
	 	 	 	 	 	(Cust)
    	 	(Minor)
	TEN
    ENT	–	as
    tenants by the entireties	 	 	under
    the Uniform transfer to Minors
	 	 	 	 	Act  	 	 
	JT
    TEN 	–	as
    joint tenants with right of survivorship and not as tenants in common	 	 	(State)	 	 


 


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


 


For value
received                                                  
hereby sell, assign and transfer unto


 





	PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE	 	 
	 

                                                             
	 	 






 





 



PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE


 





 



 


                                                                                                                                                                                                        Shares
of the 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___________________________


 





	 	 	NOTICE: The signature to this assignment must correspond with the name
    as it is written upon the face of the Certificate
    in every particular without alteration or enlargement or any
    change whatsoever.






 


Signature(s)
Guaranteed


 


	By	                     	 
	THE SIGNATURES SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS OR CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 17AD - 15