Form of KNBT Letter Agreement
EXHIBIT
2.2
Form
of
KNBT Letter Agreement
September
, 2007
National
Penn Bancshares, Inc.
Philadelphia
and Xxxxxxx Xxxxxxx
Xxxxxxxxx,
Xxxxxxxxxxxx 00000
Ladies
and Gentlemen:
National
Penn Bancshares, Inc. ("NPB")
and KNBT Bancorp, Inc. (“KNBT”) are entering into concurrently herewith an
Agreement and Plan of Merger to be dated as of September
, 2007 (the "Agreement").
Pursuant
to the proposed Agreement, and
subject to the terms and conditions set forth therein: (a) KNBT will merge
with
and into NPB, with NPB surviving the merger (the “Merger”); (b) shareholders of
KNBT will receive shares of NPB common stock in exchange for their shares of
KNBT common stock owned on the closing date plus cash in lieu of fractional
share interests; and (c) holders of KNBT options will receive stock options
exercisable for common stock of NPB in exchange for options exercisable for
common stock of KNBT outstanding on the closing date.
I
have been advised that I may be
deemed to be an "affiliate" of KNBT for purposes of certain rules issued by
the
Securities and Exchange Commission (the "SEC") under the Securities Act of
1933.
I
understand that NPB is requiring, as
a condition to its execution and delivery to KNBT of the Agreement, that I
execute and deliver to NPB this Letter Agreement.
Intending
to be legally bound hereby, I
irrevocably agree and represent as follows:
1.
I agree to vote or cause to be voted for approval of the Agreement all shares
of
KNBT common stock over which I exercise sole or shared voting power, excluding
any such shares that I am acting over as a fiduciary other than those which
are
held in IRAs for my benefit.
2. Through
the earlier of (a) the receipt of the requisite approval of the Agreement by
the
shareholders of NPB and KNBT or (b) the termination of the Agreement pursuant
to
Article VII thereof, I agree not to offer, sell, transfer or otherwise dispose
of, or to permit the offer, sale, transfer or other disposition of, any shares
of KNBT common stock over which I exercise sole or shared voting power or any
options that I hold to acquire shares of KNBT common stock; provided, however,
that I may make a bona fide gift of shares or transfer of shares for estate
planning or similar purposes prior to that date as long as the recipient agrees
to vote such shares for approval of the Agreement and agrees, in writing, to
be
bound by all the terms hereof as if an original signatory hereto.
National
Penn Bancshares, Inc.
September
, 2007
Page
2
3. I
agree, if I am an optionholder, to exchange my options to acquire shares of
common stock of KNBT for options to acquire such number of shares of common
stock of NPB, and at such per share exercise price, as is provided in Section
2.06 of the Agreement, and otherwise, except as provided under the terms of
the
Agreement, on the same terms and conditions as the exchanged KNBT options
(unless I shall have exercised any such option prior to the completion of the
Merger).
4. I
have sole or shared voting power over the number of shares of KNBT common stock,
and hold stock options for the number of shares of KNBT common stock, if any,
set forth below opposite my signature line. NPB recognizes that, with
respect to any such shares which have been pledged to a third party (as
specifically identified below), I will not be able to control the voting or
disposition of such shares in the event of a default.
5. I
agree not to offer, sell, transfer or otherwise dispose of any shares of NPB
common stock received pursuant to the Merger, except:
(a) at
such time as a registration statement under the Securities Act of 1933, as
amended ("Securities Act"), covering sales of such NPB common stock is effective
and a prospectus is made available under the Securities Act;
(b) within
the limits, and in accordance with the applicable provisions of, Rule 145 under
the Securities Act ("Rule 145") or upon expiration of all restrictions set
forth
in Rule 145 applicable to me; or
(c) in
a transaction which, in an opinion of counsel reasonably satisfactory to NPB
or
as described in a "no-action" or interpretive letter from the staff of the
SEC,
is not required to be registered under the Securities Act;
and
I
acknowledge and agree that NPB is under no obligation to register the sale,
transfer or other disposition of NPB common stock by me or on my behalf, or
to
take any other action necessary to make an exemption from registration
available.
6. NPB
shall take all steps necessary to ensure that NPB is in compliance with all
those requirements of Rule 145 and Rule 144 with which NPB must comply in order
for the resale provisions of Rule 145(d) to be available to me. In
addition, NPB shall cause its Director of SEC Compliance (in his/her absence,
outside-counsel selected by NPB) to respond promptly to any requests from NPB’s
transfer agent for the issuance of an opinion that any transfer by me that
complies with the requirements of Rule 145 and 144 may be made provided such
counsel receives customary representation letters and all other information
and
documentation reasonably required by NPB from me.
National
Penn Bancshares, Inc.
September
, 2007
Page
3
7. I
agree that neither KNBT nor NPB shall be bound by any attempted sale of any
shares of KNBT common stock or NPB common stock, respectively, and KNBT 's
and
NPB's transfer agents shall be given appropriate stop transfer orders and shall
not be required to register any such attempted sale, unless the sale has been
effected in compliance with the terms of this Letter Agreement; and I further
agree that (a) any certificate representing shares of NPB common stock received
by me pursuant to the Merger may be endorsed with a restrictive legend
consistent with the terms of this Letter Agreement; and (b) any shares of NPB
common stock received by me pursuant to the Merger in the form of book-entry
shares may be subject to a stop order consistent with the terms of this Letter
Agreement. I understand that upon expiration of the restrictions set
forth in Rule 145 and applicable to me, upon my request, NPB shall cause its
Director of SEC Compliance (in his/her absence, outside-counsel selected by
NPB)
to promptly issue an opinion to the transfer agent or provide other
documentation reasonably acceptable to the transfer agent so as to cause such
stop orders to be lifted. If at any point in time I hold certificates
representing shares of NPB common stock received by me in the Merger and such
certificates bear a restrictive legend, upon expiration of the restrictions
set
forth in Rule 145 and applicable to me, upon my request, NPB shall cause its
Director of SEC Compliance (in his/her absence, outside-counsel selected by
NPB)
to promptly issue an opinion to the transfer agent or provide other
documentation reasonably acceptable to the transfer agent so as to cause such
certificates to be reissued without such restrictive legend.
8. I
represent that I have no present plan or intention to offer, sell, exchange,
or
otherwise dispose of any shares of NPB common stock to be received in the
Merger.
9. I
represent that I have the capacity to enter into this Letter Agreement and
that
it is a valid and binding obligation enforceable against me in accordance with
its terms, subject to bankruptcy, insolvency and other laws affecting creditors'
rights and general equitable principles.
For
the avoidance of doubt, I
acknowledge that any references herein to KNBT common stock held by me include
common stock issued or issuable upon the exercise of any or all of my options
to
acquire shares of KNBT common stock, which occur prior to the completion of
the
Merger or the termination of this Letter Agreement, whichever occurs
first.
National
Penn Bancshares, Inc.
September
, 2007
Page
4
The
agreements contained in this Letter
Agreement shall apply to me solely in my capacity as a shareholder of KNBT,
and
no agreement contained in this Letter Agreement shall apply to me in my capacity
as a director, officer or employee of KNBT or in any other fiduciary
capacity. In addition, nothing contained in this Letter Agreement
shall be deemed to apply to, or limit in any manner, my obligations to comply
with my fiduciary duties as an officer or director, as applicable, of
KNBT.
This
Letter Agreement shall be
effective upon acceptance by NPB.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
National
Penn Bancshares, Inc.
September
, 2007
Page
5
This
Letter Agreement shall terminate
concurrently with, and automatically upon, any termination of the Agreement
in
accordance with its terms, except that any such termination shall be without
prejudice to NPB's rights arising out of any willful breach of any covenant
or
representation contained herein.
Very
truly yours,
Number
of
shares held:
Sole
voting
power: ________
Shared
voting
power: ________
Number
of
shares subject
to
stock
options: ________
Number
of
pledged
shares: ________
__________________________ ___________________________________
Witness: [Name]
Accepted:
NATIONAL
PENN BANCSHARES, INC.
By:___________________________
Name:
Title:
