Pacific Mercantile Bancorp (PMBC) 8-K Entry into a Material Definitive Agreement

Exhibit 4.1

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, OR OTHERWISE DISPOSED OF, IN WHOLE OR IN PART, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND ANY SUCH APPLICABLE STATE SECURITIES LAWS. THE ISSUER MAY REQUIRE THE HOLDER OF THE SHARES TO FURNISH THE ISSUER WITH AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE ISSUER AND ITS LEGAL COUNSEL, TO THE EFFECT THAT ANY SUCH PROPOSED SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF ANY APPLICABLE STATE SECURITIES LAWS.