Exhibit 2.2
(F)
SHAREHOLDER’S
AGREEMENT
THIS SHAREHOLDER’S
AGREEMENT (
“Agreement” ), dated as of May 28, 2008 is
entered into by and between Service 1 st Bancorp, a
California corporation and registered bank holding company under
the Federal Bank Holding Company Act ( “Bancorp”
), and the shareholder and director of Central Valley
Community Bancorp and Central Valley Community Bank (
“Shareholder” ).
RECITALS
A.
Central Valley Community Bancorp, a California corporation and
registered bank holding company under the Federal Bank Holding
Company Act (“ CVCB ”), Central Valley Community
Bank, a California banking corporation ( “CVC
Bank” ), Bancorp and Service 1 st Bank, a
California banking corporation ( “Bank” ),
entered into that certain Reorganization Agreement and Plan of
Merger dated as of May 28, 2008 (the “Reorganization
Agreement” ). Pursuant to the Reorganization
Agreement, Bancorp shall be merged with CVCB and Bank shall be
merged into CVC Bank ( “Merger” ).
B.
Shareholder is a member of the Board of Directors of CVCB and CVC
Bank and owns shares of the common stock, no par value, of CVCB (
“CVCB Stock” ).
C.
Shareholder is willing to agree to vote or cause to be voted all
shares of CVCB Stock with respect to which Shareholder has voting
power on the date hereof or hereafter acquired to approve the
Reorganization Agreement and the transactions contemplated thereby
and all requisite matters related thereto.
D.
Unless otherwise provided in this Agreement, capitalized terms
shall have the meanings given to them in the Reorganization
Agreement. In addition, the term “director” shall
include advisory directors, if any, and the term
“directorship” shall include advisory directorships, if
any.
NOW THEREFORE, in
consideration of the premises and of the respective
representations, warranties and covenants, agreements and
conditions contained herein and in the Reorganization Agreement,
and intending to be legally bound hereby, Bancorp and Shareholder
agree as follows:
ARTICLE I
DIRECTOR/OFFICER-SHAREHOLDER’S
AGREEMENT
1.1
Agreement to
Vote. Shareholder shall vote,
or cause to be voted, at any meeting of shareholders of CVCB to
approve the Reorganization Agreement and the transactions
contemplated thereby (the “Shareholders’
Meeting” ), all of the shares of CVCB Stock over which
Shareholder has voting authority (the “Shares”
), as of the record date established to determine shareholders who
have the right to vote at any such Shareholders’ Meeting or
to give consent to action in writing (the “Record
Date” ), to approve the Reorganization Agreement, the
Agreement of Merger and the transactions contemplated thereby,
including the principal terms of the Merger.
1
1.2
Shareholder
Approval. Shareholder shall
(i) recommend shareholder approval of the Reorganization
Agreement, the Agreement of Merger and the transactions
contemplated thereby by the CVCB shareholders at the
Shareholders’ Meeting and (ii) advise the CVCB
shareholders to reject any subsequent proposal or offer received by
CVCB relating to any purchase, sale, acquisition, merger or other
form of business combination involving CVCB or any of its assets,
equity securities or debt securities and to proceed with the
transactions contemplated by the Reorganization Agreement (unless
such subsequent proposal or offer is not reasonably expected to
interfere with the consummation of the Merger contemplated by the
Reorganization Agreement); provided, however, that Shareholder
shall not be obligated to take any action specified above if the
Board of Directors of CVCB is advised in writing by outside legal
counsel that, in the exercise of his or her fiduciary duties, a
director of CVCB should not take such action.
ARTICLE II
EQUITABLE RELIEF
2.1
Equitable Relief.
Shareholder agrees that it would be impossible or inadequate to
measure and calculate Bancorp’s damages from any breach of
the covenants set forth in this Agreement. Accordingly,
Shareholder agrees that if Shareholder breaches this Agreement,
Bancorp will have available, in addition to any other right or
remedy available, the right to obtain an injunction from a court of
competent jurisdiction restraining such breach or threatened breach
and to specific performance of any such provision of this
Agreement. Shareholder further agrees that no bond or other
security shall be required in obtaining such equitable relief and
Shareholder hereby consents to such injunction’s issuance and
to the ordering of specific performance.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF SHAREHOLDER
Shareholder
represents and warrants to Bancorp that
