Exhibit 4.4
February 27, 2009
United States Department of the
Treasury
1500 Pennsylvania Avenue, NW
Washington, D.C. 20220
FNB Bancorp
975 El Camino Real
South San Francisco, California 94080
Ladies and Gentlemen:
Reference
is made to that certain Letter Agreement incorporating the
Securities Purchase Agreement – Standard Terms dated of even
date herewith (the “ Securities Purchase Agreement
”) by and among United States Department of Treasury (“
Investor ”) and FNB Bancorp, a California corporation
(“ Company ”). Investor and Company desire to
set forth herein certain additional agreements regarding
Company’s commitment to the holder of the Preferred Shares
after the closing of the transactions contemplated by the
Securities Purchase Agreement. Terms that are defined in the
Securities Purchase Agreement are used in this letter agreement as
so defined.
In
order to comply with California Corporations Code §212(a), the
Company has modified section 7(b) of the Standard Provisions of
each of the Certificate of Designations attached as Annex A
and Annex B to the Securities Purchase Agreement
(collectively, the “ Certificates of Designations
”) to provide in pertinent part as follows:
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“Whenever, at any time or
times, dividends payable on the shares of Designated Preferred
Stock have not been paid for an aggregate of six quarterly Dividend
Periods or more, whether or not consecutive, the holders of the
Designated Preferred Stock shall have the right, with holders of
shares of any one or more other classes or series of Voting Parity
Stock outstanding at the time, voting together as a class, to elect
two directors…”
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By
its execution hereof, the Company hereby confirms and agrees that
as of the date hereof and at all times while any shares of the
Designated Preferred Stock (as defined in each Certificate of
Designations) are outstanding or issuable upon exercise of the
Warrant it shall maintain a range of directors of the Company that
will permit the holder of the Preferred Shares to elect two
directors in accordance with said sections 7(b). Currently Article
III, Section 16 (the “ Applicable Provision
”)
