Exhibit 2.2 (A)
AGREEMENT OF MERGER
THIS AGREEMENT OF
MERGER (“ Agreement ”) is made as
of ,
2008, by and between Central Valley Community Bancorp, a California
corporation (“ Parent ”), and Service 1
st Bancorp, a California corporation (“
Company ”).
Parent and Company
are entering into this Agreement pursuant to Section 1.2 of
that certain Reorganization Agreement and Plan of Merger by and
among Parent, Central Valley Community Bank, a California banking
corporation (“ Parent Bank ”), Company, and
Service 1 st Bank, a California bank (“ Company
Bank ”), dated as of
,
2008 (“ Acquisition Agreement ”). All
capitalized terms not otherwise defined herein shall have the
meanings specified in the Acquisition Agreement.
NOW, THEREFORE,
for valuable consideration, the parties agree as
follows:
1.
The
Merger.
Company shall be merged with and into Parent
(the “ Merger ”). Parent shall be the
surviving corporation (“ Surviving Corporation
”) resulting from the Merger.
2.
Terms
of the Merger.
(a)
Articles of
Incorporation . The Articles of Incorporation of Parent
in effect immediately prior to the Merger shall be the Articles of
Incorporation of the Surviving Corporation until duly amended or
repealed. The name of the Surviving Corporation shall be
Central Valley Community Bancorp.
(b)
Bylaws
. The Bylaws of
Parent in effect immediately prior to the Merger shall be the
Bylaws of the Surviving Corporation until duly amended or
repealed.
3.
Manner
of Converting Shares.
By
virtue of the Merger and without any action on the part of any
party, or the shareholders of any party, the shares of the
constituent corporations shall be converted as follows:
(a)
Each share of capital
stock of Parent issued and outstanding immediately prior to the
Merger shall remain unchanged.
(b)
Each share of Company
Common Stock issued and outstanding immediately prior to the
effective time of the Merger (excluding shares held by shareholders
who perfect their statutory dissenters’ rights), on and after
the effective time of the merger, without any further action on the
part of Company or the holders of Company Common Stock, shall
automatically be canceled and cease to be an issued and outstanding
share of Company Common Stock, and shall be converted into the
right to elect to receive $2.50 as the cash consideration and
0.681818 shares of Parent no par value common stock as the stock
consideration, subject to a
