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EXHIBIT 2.2.5
VOTING AGREEMENT
This
VOTING AGREEMENT ("Agreement") is made as of August 25, 2004,
among
the undersigned individual (the
"Shareholder") and Westamerica Bancorporation
("Westamerica")
Recitals
A.
Westamerica, Westamerica Bank, Redwood Empire Bancorp ("Redwood
Empire") and National Bank of the Redwoods
("NBR") have entered into an
Agreement and Plan of Reorganization, dated
as of August 25, 2004 (the "Plan").
The Plan generally provides for the merger
of Redwood Empire into Westamerica
(the "Merger"), the merger of NBR into
Westamerica Bank (the "Bank Merger" and
together with the Merger, the "Mergers")
and the conversion of the issued and
outstanding shares of the common stock of
Redwood Empire ("Redwood Empire common
stock") into a combination of cash and
common stock of Westamerica. The Plan is
subject to the affirmative vote of holders
of a majority of the outstanding
shares of Redwood Empire common stock, the
receipt of certain regulatory
approvals, and the satisfaction of other
conditions set forth in the Plan.
B. The
Shareholder is among the largest shareholders of Redwood Empire
common stock. In order to induce
Westamerica and Westamerica Bank to enter into
the Plan, Shareholder is entering into this
Agreement with Westamerica to set
forth certain terms and conditions
governing the actions to be taken by
Shareholder solely in his or her capacity
as a holder of shares of Redwood
Empire common stock (the "Shares") with
respect to the Shares held by such
Shareholder until consummation of the
Merger.
NOW,
THEREFORE, in consideration of the transactions contemplated by
the
Plan and the mutual promises and covenants
contained herein, the parties agree
as follows:
Agreement
SECTION 1. LIMITATIONS ON TRANSFER OF
SHARES.
Without
the prior written consent of Westamerica, which consent shall
not
be unreasonably withheld, conditioned or
delayed, Shareholder shall not
transfer, sell, assign, convey or encumber
any of the Shares during the term of
this Agreement except (a) for transfers (i)
by operation of law, by will, or
pursuant to the laws of descent and
distribution, and (ii) in which the
transferee shall agree in writing to be
bound by the provisions of paragraphs 1,
2, 3 and 4 of this Agreement as fully as
Shareholder, or (b) pursuant to
foreclosure of a bona fide pledge of the
Shares to secure indebtedness not
related to Redwood Empire, NBR or the
Merger, provided the transferee shall
agree in writing to be bound by the
provisions of paragraphs 1, 2, 3 and 4 of
this Agreement as fully as Shareholder, or
(c) in exchange for cash and
securities pursuant to the terms of the
Plan. Without limiting the generality of
the foregoing, Shareholder shall not grant
to any party any option or right to
purchase the Shares or any interest
therein.
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SECTION 2. COMMITMENT TO VOTE IN FAVOR OF
MERGER.
Shareholder intends to, and will, vote (or cause to be voted) all
of the
Shares over which Shareholder has voting
authority (other than in a fiduciary
capacity) in favor of the Plan and the
Merger at any meeting of shareholders of
Redwood Empire called to vote on the Plan
or either of the Merger or the
adjournment thereof or in any other
circumstance upon which a vote, consent or
other approval with respect to the Plan or
the Merger is sought. Further,
Shareholder intends to, and will, surrender
the certificate or certificates
representing the Shares over which
Shareholder has dispositive authority to the
Exchange Agent upon consummation of the
Merger as described in the Plan and
hereby waives any rights of appraisal, or
rights to dissent from the Merger,
that Shareholder may have.
SECTION 3. COMMITMENT TO VOTE AGAINST
COMPETING TRANSACTION.
Except as
otherwise provided in this Agreement, at any meeting of
shareholders of Redwood Empire or at any
adjournment thereof or any other
circumstances upon which their vote,
consent or other approval is sought,
Shareholder will vote (or cause to be
voted) all of the Shares over which
Shareholder has voting authority (other
than in a fiduciary capacity) against
(i) any merger agreement, share exchange or
merger (other than the Plan and the
Merger), consolidation, liquidation,
winding-up or sale of assets of or by
Redwood Empire or NBR or any other form of
Business Combination (as defined in
the Plan), or (ii) any amendment of Redwood
Empire's Articles of Incorporation
or Bylaws or other proposal or transaction
involving Redwood Empire or any of
its subsidiaries, which amendment or other
proposal or transaction would in any
manner impede, frustrate, prevent or
nullify the Merger, the Plan, or any of the
other transactions contemplated
thereby.
SECTION 4. PROXY.
Concurrently with the
