VOTING AGREEMENT
VOTING AGREEMENT, dated as of
December 13, 2006 (this “ Agreement ”), among
SANDY SPRING BANCORP, INC., a Maryland corporation and a registered
bank holding company (“ Bancorp ”), and each
stockholder who is a signatory hereto (each a “ CNB
Stockholder ”, and collectively, the “ CNB
Stockholders ”).
WHEREAS, concurrently with the
execution and delivery of this Agreement, Bancorp and CN Bancorp,
Inc., a Maryland corporation and a registered bank holding company
(“ CNB ”) are entering into an Agreement and
Plan of Merger dated as of the date hereof (the “ Merger
Agreement ”), which provides, among other things, that
CNB will merge with and into Bancorp (the “ Merger
”). Capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Merger
Agreement.
WHEREAS, as of the date hereof, each
CNB Stockholder is the record and Beneficial Owner of the number of
Company Shares and Company Options set forth opposite such CNB
Stockholder’s name on Schedule I hereto.
WHEREAS, as an inducement and a
condition to entering into the Merger Agreement, Bancorp has
required that the CNB Stockholders agree, and the CNB Stockholders
have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of
the foregoing and the mutual premises, representations, warranties,
covenants and agreements contained herein, the parties hereto,
intending to be legally bound, hereby agree as follows:
SECTION 1. Definitions . For
purposes of this Agreement:
(a) “ Beneficially Own
” or “ Beneficial Ownership ” with respect
to any securities shall mean having “beneficial
ownership” of such securities (as determined pursuant to Rule
13d-3 under the Securities Exchange Act of 1934, as amended (the
“ Exchange Act ”)), including pursuant to any
agreement, arrangement or understanding, whether or not in writing.
Without duplicative counting of the same securities by the same
holder, securities Beneficially Owned by a Person shall include
securities Beneficially Owned by all other Persons with whom such
Person would constitute a “group” as within the
meanings of Section 13(d)(3) of the Exchange Act.
(b) “ Material Adverse
Effect ” shall mean any change, event, circumstance,
occurrence or effect that (i) either individually or in the
aggregate with all other such changes, effects, events and
occurrences is materially adverse to the Merger and/or the
transactions contemplated by this Agreement and/or the Merger
Agreement or (ii) does or is reasonably likely to adversely affect
the ability of any Person to perform its obligations under this
Agreement and/or the Merger Agreement or to consummate the
transactions contemplated hereby or thereby.
(c) “ Shares ”
shall mean all Company Shares Beneficially Owned by a CNB
Stockholder on the date hereof, together with any additional
Company Shares acquired by a CNB Stockholder after the date hereof
and prior to the Effective Time (including, without limitation,
shares acquired by way of exercise of Company Options or other
rights to purchase Company Shares or by way of dividend,
distribution, exchange, merger, consolidation, recapitalization,
reorganization, stock split or otherwise). In the event of a stock
dividend or distribution, or any change in the Company Shares by
reason of any stock dividend, split-up, recapitalization,
combination, exchange of shares or the like, the term “
Shares ” shall be deemed to refer to and include the
Company Shares as well as all such stock dividends and
distributions and any shares into which or for which any or all of
the Company Shares may be changed or exchanged. Schedule I
hereto sets forth opposite each CNB Stockholder’s name the
number of Shares and Company Options Beneficially Owned by such CNB
Stockholder.
SECTION 2. Agreement to Vote
Shares . Each CNB Stockholder hereby agrees that during the
period commencing on the date hereof and continuing until the
termination of this Agreement, at any meeting of the stockholders
of CNB, however called, or in connection with any written consent
of the stockholders of CNB, such CNB Stockholder shall vote (or
cause to be voted) all Shares held of record or Beneficially Owned
by such CNB Stockholder, whether currently owned or hereafter
acquired, (i) in favor of the Merger, the execution and delivery by
CNB of the Merger Agreement, and the approval of the terms thereof
and each of the other actions contemplated by the Merger Agreement
and this Agreement and any actions required in furtherance thereof
and hereof; (ii) against any action or agreement that would result
in a breach of any covenant, representation or warranty or any
other obligation or agreement of CNB under the Merger Agreement;
and (iii) except as otherwise agreed to in writing in advance by
Bancorp, against the following actions (other than the Merger and
the transactions contemplated by the Merger Agreement): (A) any
extraordinary corporate transaction, such as a merger,
consolidation or other business combination involving CNB; (B) a
sale, lease or transfer of a material amount of assets of CNB, or a
reorganization, recapitalization, dissolution or liquidation of
CNB; (C) (1) any change in a majority of the persons who constitute
the board of directors of CNB; (2) any change in the present
capitalization of CNB or any amendment of CNB’s Articles of
Incorporation or Bylaws; (3) any other material change in
CNB’s corporate structure or business; or (4) any other
action which is intended, or could reasonably be expected, to
impede, interfere with, delay or postpone the Merger or otherwise
have a Material Adverse Effect. Each CNB Stockholder agrees that it
shall not enter into any agreement or understanding with any Person
the effect of which would be inconsistent with or violate any of
the provisions and agreements contained in this Section 2. Each CNB
Stockholder acknowledges receipt and review of a copy of the Merger
Agreement.
SECTION 3. Grant of Proxy .
Each CNB Stockholder hereby grants to Bancorp a proxy to vote the
Shares of such CNB Stockholder solely as to the matters set forth
in Section 2(i) through (iii). Each CNB Stockholder intends such
proxy to be irrevocable and coupled with an interest and will take
such further action or execute such other instruments as may be
necessary to effectuate the intent of such proxy. All authority
herein conferred or agreed to be conferred shall survive the death
or incapacity of any CNB Stockholder, and any obligation of the CNB
Stockholders under this Agreement shall be binding upon the heirs,
personal representatives, successors and assigns of such CNB
Stockholders.
SECTION 4. Representations and
Warranties; Other Covenants . Each CNB Stockholder hereby
represents and warrants to Bancorp as follows:
(a) Ownership of Shares and
Company Options . Such CNB Stockholder is either (i) the record
and Beneficial Owner of, or (ii) the Beneficial Owner but not the
record holder of, the number of Shares and Company Options set
forth opposite such CNB Stockholder’s name on Schedule
I hereto. On the date hereof, the Shares and Company Options
set forth opposite such CNB Stockholder’s name on Schedule
I hereto constitute all of the Shares and Company Options (or
other rights to acquire Company Shares) owned of record and/or
Beneficially Owned by such CNB Stockholder. Such CNB Stockholder
has the requisite voting power and the requisite power and
authority to issue instructions with respect to the matters set
forth in Sections 2 and 3 hereof, the sole power of disposition,
the sole power of conversion, the sole power to demand appraisal
rights and the sole power to agree to all of the matters set forth
in this Agreement, in each case with respect to all of the Shares
and Company Options set forth opposite such CNB Stockholder’s
name on Schedule I hereto, with no limitations,
qualifications or restrictions on such rights, subject to
applicable securities laws and the terms of this
Agreement.
(b) Power; Binding Agreement
. Such CNB Stockholder has the legal capacity, power and authority
to enter into and perform all of such CNB Stockholder’s
obligations under this Agreement. This Agreement has been duly
authorized and has been duly and validly executed and delivered by
such CNB Stockholder and constitutes a valid and binding agreement
of such CNB Stockholder, enforceable against such CNB Stockholder
in accordance with its terms. There is no beneficiary or holder of
a voting trust certificate or other interest of any trust of which
such CNB Stockholder is trustee whose consent is required for the
execution and delivery of this Agreement or the consummation by
such CNB Stockholder of the transactions contemplated
hereby.
(c) No Conflicts . That (i)
no filing with, and no permit, authorization, consent or approval
of, any third party (including, without limitation, any
Governmental Authority) is necessary for the execution of this
Agreement by such CNB Stockholder and the consummation by such CNB
Stockholder of the transactions contemplated hereby and (ii) none
of the execution and delivery of this Agreement by such CNB
Stockholder, the consummation by such CNB Stockholder of the
transactions contemplated hereby or compliance by such CNB
Stockholder with any of the provisions hereof shall (A) conflict
with or result in any breach of any applicable organizational
documents applicable to such CNB Stockholder, (B) result in a
violation or breach of, or constitute (with or without notice or
lapse of time or both) a default (or give rise to any third party
right of termination, cancellation, material modification or
acceleration) under any of the terms, conditions or provisions of
any note, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or
obligation of any kind to which such CNB Stockholder is a party or
by which such CNB Stockholder or any of such CNB
Stockholder’s properties or assets may be bound, or (C)
violate any order, writ, injunction, decree, judgment, order,
statute, rule or regulation applicable to such CNB Stockholder or
any of such CNB Stockholder’s properties or
assets.
(d) No Encumbrances . Such
CNB Stockholder’s Shares and Company Options (and the
certificates representing such Shares and Company Options) are now,
and at all times during the term hereof will be, held by such CNB
Stockholder, or by a nominee or custodian for the benefit of such
CNB Stockholder, free and clear of all liens, encumbrances,
proxies, voting trusts or agreements, understandings or
arrangements whatsoever, except for any such liens, encumbrances,
proxies, agreements, understandings or arrangements arising
hereunder. Such CNB
