VOTING AND REGISTRATION RIGHTS AGREEMENT
THIS VOTING AGREEMENT, dated as of July 30, 2004, between
SUTTER
HOLDING COMPANY, INC., a Delaware
corporation ("SHC"), and KNIGHT FULLER, INC.,
a Delaware Corporation ("KFI").
KFI owns Sutter Shares (as defined below) and SHC owns KFI Shares.
KFI
has declared a dividend in-kind of its
Sutter Shares, which will be distributed
to KFI's shareholders of record July 14,
2004. Until such time as the Sutter
Shares to be distributed to KFI's
shareholders are registered, and the shares
subsequently distributed, SHC will hold the
shares in escrow for the benefit of
KFI's shareholders of record July 14, 2004.
Each of the parties hereto deems it
to be in their respective best interests to
enter into this Agreement to set
forth the voting rights of each of
them.
NOW THEREFORE, in consideration of the premises and mutual
covenants
and obligations hereinafter set forth, SHC
and KFI hereby agree as follows:
Section 1. Definitions. The following words
and terms shall have the following
meanings, respectively, unless the context
clearly requires otherwise:
"Business Day" means any day that is not (i) a Saturday, Sunday or
(ii)
a day on which the New York Stock Exchange
is closed.
"KFI Shares" means the Common Stock, $0.0001 par value per share
of
KFI.
"Person" shall be construed broadly and shall include an
individual, a
partnership, a corporation, an association,
a joint stock company, a limited
liability company, a trust, a joint
venture, an unincorporated organization and
a governmental entity or any department,
agency or political subdivision
thereof.
"Registrable Shares" means Sutter Shares held in escrow for the
benefit
of KFI's shareholders, as contemplated
herein.
"Registration Statement" shall mean any registration statement of
SHC
which covers any of the Registrable Shares
and all amendments and supplements to
any such Registration Statement, including
post-effective amendments, in each
case including the prospectus contained
therein, all exhibits thereto and all
material incorporated by reference
therein.
"Sutter Shares" means the Common Stock, $0.0001 par value per share
of
SHC.
Section 2. Voting Agreement.
(a)
Voting.
(i) For the period beginning on the Closing Date and ending on
the second anniversary thereof (the
"Termination Date"), so long as KFI shall
hold any shares of Sutter Shares, KFI
hereby agrees that at any meeting of SHC,
however called, or in connection with any
written consent of shareholders of
SHC, KFI shall vote (or cause to be voted)
the shares of Sutter Shares owned by
KFI as instructed by SHC in writing.
(ii) For a period beginning on the Closing Date and ending on
the Termination Date, so long as SHC shall
hold any shares of KFI Shares, SHC
hereby agrees that at any meeting of KFI,
however called, or in connection with
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any written consent of shareholders of KFI,
SHC shall vote (or cause to be
voted) the shares of KFI Shares owned by
SHC as instructed by KFI in writing.
(iii) For a period beginning on the Closing Date and ending on
the Termination Date, so long as SHC shall
be the escrow agent with respect to
any shares of Sutter Shares held for the
benefit of KFI's shareholders of record
July 14, 2004, SHC hereby agrees that at
any meeting of SHC, however called, or
in connection with any written consent of
shareholders of SHC, SHC shall vote
(or cause to be voted) the shares of Sutter
Shares held in such escrow as it
deems appropriate in its sole
discretion.
(b) IRREVOCABLE PROXY. KFI HEREBY GRANTS TO, AND APPOINTS SHC, AND
ANY
OTHER INDIVIDUAL WHO SHALL HEREAFTER
SUCCEEED TO ANY SUCH REPRESENTATIVE
CAPACITY OF SHC, AND ANY OTHER DESIGNEE OF
SHC (THE "PROXY"), AND EACH OF THEM
INDIVIDUALLY, KFI'S IRREVOCABLE PROXY AND
ATORNEY-IN-FACT (WITH FULL POWER OF
SUBSTITUTION AND RE-SUBSTITUTION) TO VOTE
THE SHARES OF SUTTER SHARES HELD BY
KFI, OR HELD FOR THE BENEFIT OF KFI'S
SHAREHOLDERS, AS INDICATED IN SECTION 2(a)
ABOVE. KFI INTENDS THAT THIS PROXY BE
IRREVOCABLE (UNTIL THE TERMINATION DATE)
AND COUPLED WITH AN INTEREST AND WILL TAKE
SUCH FURTHER ACTION AND EXECUTE SUCH
OTHER INSTRUMENTS AS MAY BE NECESSARY TO
EFFECTUATE THE INTENT OF THIS PROXY AND
HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED
BY SUCH KFI WITH RESPECT TO KFI'S
SHARES OF SUTTER SHARES. SHC GRANTS AN
EQUAL PROXY TO KFI WITH RESPECT TO THE
SHARES OF KFI SHARES OWNED BY IT.
Section 3. Piggyback Registration Rights.
If SHC at any time proposes for any
reason to register shares of Sutter Shares
under the Securities Act, SHC shall
cause all Registrable Shares to be included
in such registration on the same
terms and conditions as the securities
otherwise being included in such
registration; provided, however, that if,
at any time after giving written
notice of its intention to register any
securities and prior to the effective
date of the registration statement filed in
connection with such registration
SHC shall determine for any reason either
not to register or to delay
registration of such securities, SHC, at
its election, may (i) in the case of a
determination not to register, shall be
relieved of its obligation to register
any Registrable Shares in connection with
such registration, and (ii) in the
case of a determination to delay
registering any Registrable
