EXHIBIT 4.2
EXHIBIT B
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of July 25, 2001, between
COMMUNITY BANCORP INC., a Delaware corporation and registered bank holding
company (the "Company"), and each person named on Exhibit I hereto (each a
"Purchaser").
1. BACKGROUND. Pursuant to a Stock Purchase Agreement dated as of
the date hereof (the "Purchase Agreement"), between the Company and the
Purchasers, the Purchasers have, subject to the terms and conditions contained
therein, agreed to purchase from the Company 473,504shares of the Company's
voting common stock, no par value (the "Subject Shares").
2. DEFINITIONS. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
"Closing Date" shall mean the Closing Date determined pursuant
to the Purchase Agreement.
"Commission" means the Securities and Exchange Commission or
any other Federal agency at the time administering the Securities Act.
"Company" shall have the meaning given such term in the first
paragraph of this Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar Federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time. Reference
to a particular section of the Exchange Act shall include a reference to the
comparable section, if any, of any such similar Federal statute.
"Holder" is defined in Section 3.1 hereof.
"Person" means a corporation, an association, a partnership,
an organization, a business, an individual, a governmental or political
subdivision thereof or a governmental agency.
"Postponement Period" shall have the meaning given such term
in Section 3.1(g) hereof.
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"Purchase Agreement" shall have the meaning given such term in
Section 1 hereof.
"Purchaser" shall have the meaning given such term in the
first paragraph of this Agreement.
"Registration Expenses" means all expenses incident to the
Company's performance of or compliance with Section 3 hereof, including, without
limitation, all registration, filing and applicable Nasdaq fees, all fees and
expenses of complying with securities or blue sky laws, all word processing,
duplicating and printing expenses, messenger and delivery expenses, the fees and
disbursements of counsel for the Company and of its independent public
accountants, including the expenses of "cold comfort" letters required by or
incident to such performance and compliance, any fees and disbursements of
underwriters customarily paid by issuers or sellers of securities; provided,
however, that Registration Expenses shall exclude and the Holders shall pay the
fees and disbursements of counsel and accountants to such Holders, underwriters'
fees and expenses and underwriting discounts and commissions and transfer taxes
in respect of the Registrable Securities being registered, if any, except that
(i) in the case of a registration pursuant to Section 3.1 hereof, the Company
shall pay the reasonable fees and expenses of one counsel to the Holders
(selected by the Holders representing more than 50% of the Registrable
Securities covered by such registration), and (ii) in the case of a registration
pursuant to Section 3.2 hereof, the Company shall pay the reasonable fees and
expenses of one counsel to the Holders (selected by the Holders representing
more than 50% of the Registrable Securities covered by such registration).
"Registrable Securities" means the Subject Shares acquired by
the Purchasers on the Closing Date (as defined in the Purchase Agreement). As to
any particular Registrable Securities, once issued such securities shall cease
to be Registrable Securities when (a) a registration statement with respect to
the sale of such securities shall have become effective under the Securities Act
(as defined below) and such securities shall have been disposed of in accordance
with such registration statement, (b) they shall have been sold as permitted by,
and in compliance with, the Securities Act, (c) they shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent public
distribution of them shall not require registration of them under the Securities
Act, or (d) they shall have ceased to be outstanding.
"Rule 415" means Rule 415 promulgated by the Commission
pursuant to the Securities Act in connection with the delayed or continuous
offering and sale of securities.
"Securities Act" means the Securities Act of 1933, or any
similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. References to a
particular section of the Securities Act shall include a reference to the
comparable section, if any, of any such similar Federal statute.
"Subject Shares" shall have the meaning given such term in
Section 1 hereof.
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3. REGISTRATION UNDER SECURITIES ACT, ETC.
3.1 REGISTRATION ON REQUEST.
(a) REQUEST. If the Subject Shares have not yet been
registered pursuant to the Securities Act and Rule 415 by or before January 25,
2003 and subject to Section 3.7 hereof, the Company shall, without further
action or notice by the holders of the Subject Shares (the "Holders" and each a
"Holder"), use its best efforts to effect the registration under the Securities
Act and Rule 415 of all of the Registrable Securities.
(b) REGISTRATION STATEMENT FORM. Registrations under this
Section 3.1 shall be on such appropriate registration form of the Commission as
shall be selected by the Company. The Company agrees to include in any such
registration statement all information which, in the opinion of counsel to the
Holders of Registrable Securities so to be registered and counsel to the
Company, is required to be included.
(c) EXPENSES. The Company will pay all Registration
Expenses in connection with any registration requested pursuant to this Section
3.1.
(d) POSTPONEMENT. The Company shall be entitled to
postpone for a reasonable period of time (but not exceeding 90 days) (the
"Postponement Period") the filing of any registration statement otherwise
required to be prepared and filed by it pursuant to this Section 3.1 if the
Company determines, in its reasonable judgment, that such registration and
offering would interfere with any financing, acquisition, corporate
reorganization or other material transaction involving the Company or any of its
affiliates or would require premature disclosure thereof and promptly gives the
holders of Registrable Securities requesting registration thereof pursuant to
this Section 3.1 written notice of such determination, containing a general
statement of the reasons for such postponement and an approximation of the
anticipated delay.
3.2 INCIDENTAL REGISTRATION.
(a) RIGHT TO INCLUDE REGISTRABLE SECURITIES. If the
Company at any time within 18 months after the Closing Date proposes to register
any of its securities under the Securities Act by registration on Forms X-0, X-0
or S-3 or any successor or similar form(s) (except registrations on such Forms
or similar form(s) solely for registration of securities in connection with an
employee benefit plan or dividend reinvestment plan or a merger or
consolidation) it will, subject to Section 3.7 hereof, register the Subject
Shares pursuant to Rule 415 of the Securities Act; provided, however, that if,
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason not to
register or to delay registration of such securities, the Company shall give
written notice of such determination and its reasons therefor to each Holder of
Registrable Securities and (i) in the case of a determination not to register,
shall be relieved of its obligation
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to register any Registrable Securities in connection with such registration (but
not from any obligation of the Company to pay the Registration Expenses in
connection therewith), and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable Securities,
for the same period as the delay in registering such other securities. The
Company will pay all Registration Expenses in connection with any registration
of Registrable Securities requested pursuant to this Section 3.2.
(b) NO SALE IN INCIDENTAL REGISTRATION. The obligation of
the Company pursuant to this Section 3.2 relates only to the registration of the
Subject Shares under the Securities Act. Holders shall have no right to include
the Subject Shares for sale in any offer and sale of the Company's securities
which has triggered the obligation of the Company to register the Subject
Shares.
3.3 REGISTRATION PROCEDURES. If and whenever the Company is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act, as provided in Sections 3.1 and 3.2 hereof,
the Company will as expeditiously as possible:
(a) prepare and file with the Commission the requisite
registration statement to effect such registration and thereafter use its best
efforts to cause such registration statement to become effective; PROVIDED,
HOWEVER, that the Company may discontinue any registration of its securities
which are not Registrable Securities (and, under the circumstances specified in
Section 3.2(a), its securities which are Registrable Securities) at any time
prior to the effective date of the registration statement relating thereto;
(b) notify each Holder of the Commission's requests for
amending or supplementing of the registration statement and the prospectus, and
prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be
necessary to keep such registration statement effective and to comply with the
provisions of the Securities Act with respect to the disposition of all
Registrable Securities covered by such registration statement for such period as
shall be required for the disposition of all of such Registrable Securities,
PROVIDED, that except with respect to any such registration statement filed
pursuant to Rule 415 under the Securities Act, such period need not exceed 120
days;
(c) furnish to each Holder, such number of conformed
copies of such registration statement and of each such amendment and supplement
thereto (in each case including all exhibits), such number of copies of the
prospectus contained in such registration statement (including each preliminary
prospectus and any summary prospectus) and any other prospectus filed under Rule
424 under the Securities Act in conformity with the requirements of the
Securities Act, and such other documents, as such Holder may reasonably request;
(d) use its best efforts (A) to register or qualify all
Registrable Securities and other securities covered by such registration
statement under such other securities or blue sky laws of such States of the
United States of America where an exemption is not available and as
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the Holders shall reasonably request, (B) to keep such registration or
qualification in effect for so long as such registration statement remains in
effect, and (C) to take any other action which may be reasonably necessary or
advisable to enable such Holders to consummate the disposition in such
jurisdictions of the securities to be sold by such Holders, except that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it would not but
for the requirements of this Agreement be obligated to be so qualified or to
consent to general service of process in any such jurisdiction;
(e) use its best efforts to cause all Registrable
Securities covered by such registration statement to be registered with or
approved by such other federal or state governmental agencies or authorities as
may be necessary in the opinion of counsel to the Company and counsel to the
Holder or Holders thereof to consummate the disposition of such Registrable
Securities;
(f) furnish to each Holder of Registrable Securities a
signed counterpart of (i) an opinion of counsel for the Company, and (ii) a
"comfort" letter signed by the independent public accountants who have certified
the Company's financial statements included or incorporated by reference in such
registration statement, covering substantially the same matters with respect to
such registration statement (and the prospectus included therein) and, in the
case of the accountant's comfort letter, with respect to events subsequent to
the date of such financial statements, as are customarily covered in opinions of
issuer's counsel and in accountant's comfort letters delivered to the
underwriters in underwritten public offerings of securities (and dated the dates
such opinions and comfort letters are customarily dated) and, in the case of the
accountant's comfort letter, such other financial matters, and in the case of
the legal opinion, such other legal matters, as the Holders of more than 50% of
the Registrable Securities covered by such registration statement, or the
underwriters, may reasonably request;
(g) notify each Holder at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, upon
discovery that, or upon the happening of any event as a result of which, the
prospectus included in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading, in the light of the circumstances under which they were made, and at
the request of any such Holder promptly prepare and furnish to it a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such securities,
such prospectus shall not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances under which
they were made;
(h) otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission, and make available to its
security holders, as soon as reasonably practicable, an earnings statement
covering the period of at least twelve months, but not more than eighteen
months, beginning with the first full calendar month after the effective date of
such registration statement, which earnings statement shall satisfy the
provisions of Section 11(a) of
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the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to
each such Holder a copy of any amendment or supplement to such registration
statement or prospectus;
(i) provide and cause to be maintained a transfer agent
and registrar (which, in each case, may be the Company) for all Registrable
Securities covered by such registration statement from and after a date not
later than the effective date of such registration; and
(j) use its best efforts to list all Registrable
Securities covered by such registration statement on the Nasdaq National Market.
The Company may require each Holder to furnish the Company such information
regarding such Holder and the distribution of such securities as the Company may
from time to time reasonably request in writing.
Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that upon receipt of any notice from the Company of the
happening of any event of the kind described in subdivision (g) of this Section
3.3, such holder will forthwith discontinue such holder's disposition of
Registrable Securities pursuant to the registration statement relating to such
Registrable Securities until such holder's receipt of the copies of the
supplemented or amended prospectus contemplated by subdivision (g) of this
Section 3.3 and, if so directed by the Company, will deliver to the Company (at
the Company's expense) all copies, other than permanent file copies, then in
such holder's possession, of the prospectus relating to such Registrable
Securities current at the time of receipt of such notice.
3.4 [INTENTIONALLY LEFT BLANK]
3.5 PREPARATION; REASONABLE INVESTIGATION. In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the Holders of Registrable
Securities registered under such registration statement and their respective
counsel and accountants the opportunity to participate in the preparation of
such registration statement, each prospectus included therein or filed with the
Commission, and, to the extent practicable, each amendment thereof or supplement
thereto, and give each of them such access to its books and records (to the
extent customarily given to underwriters of the Company's securities) such
opportunities to discuss the business of the Company with its officers and the
independent public accountants who have certified its financial statements as
shall be necessary, in the opinion of such holders' and such underwriters'
respective counsel, to conduct a reasonable investigation within the meaning of
the Securities Act.
3.6 INDEMNIFICATION.
(a) INDEMNIFICATION BY THE COMPANY. In the event of any
registration of any securities of the Company under the Securities Act, the
Company will, and hereby does, indemnify and hold harmless, in the case of any
registration statement filed pursuant to Section
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3.1 or 3.2 hereof, each Holder of any Registrable Securities covered by such
registration statement, its directors, officers, partners, agents and affiliates
and each other Person who participates as an underwriter in the offering or sale
of such securities and each other Person, if any, who controls such Holder or
any such underwriter within the meaning of the Securities Act, insofar as such
losses, claims, damages or liabilities (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such securities were registered under the
Securities Act, any preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement thereto, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances in which they were made not misleading, and the Company will
reimburse such Holder and each such director, officer, partner, agent or
affiliate, underwriter and controlling Person for any legal or any other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided, that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such preliminary prospectus, final prospectus, summary prospectus, amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company through an instrument duly executed by or on behalf of
such Holder or underwriter, as the case may be, specifically stating that it is
for use in the preparation thereof; and PROVIDED, FURTHER, that the Company
shall not be liable to any Person who participates as an underwriter in the
offering or sale of Registrable Securities or any other Person, if any, who
controls such underwriter within the meaning of the Securities Act, in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of such Person's failure to
send or give a copy of the final prospectus, as the same may be then
supplemented or amended, to the Person asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus. Such indemnity
shall remain in full force regardless of any investigation made by or on behalf
of such Holder or any such director, officer, partner, agent or affiliate or
controlling Person and shall survive the transfer of such securities by such
Holder.
(b) INDEMNIFICATION BY THE HOLDERS. As a condition to
including any Registrable Securities in any registration statement, the Company
shall have received an undertaking satisfactory to it from the prospective
Holder of such Registrable Securities, to indemnify and hold harmless (in the
same manner and to the same extent as set forth in subdivision (a) of this
Section 3.6) the Company, and each director of the Company, each officer of the
Company and each other Person, if any, who controls the Company within the
meaning of the Securities Act, with respect to any statement or alleged
statement in or omission or alleged omission from such registration statement,
any preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
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conformity with written information furnished to the Company through an
instrument duly executed by such Holder specifically stating that it is for use
in the preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement; provided, however, that
the liability of such indemnifying party under this Section 3.6(b) shall be
limited to the amount of proceeds received by such indemnifying party in the
offering giving rise to such liability. Such indemnity shall remain in full
force and effect, regardless of any investigation made by or on behalf of the
Company or any such director, officer or controlling Person and shall survive
the transfer of such securities by such Holder.
(c) NOTICES OF CLAIMS, ETC. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this Section 3.6,
such indemnified party will, if a claim in respect thereof is to be made against
an indemnifying party, give written notice to the latter of the commencement of
such action; provided, however, that the failure of any indemnified party to
give notice as provided herein shall not relieve the indemnifying party of its
obligations under the preceding subdivisions of this Section 3.6, except to the
extent that the indemnifying party is actually prejudiced by such failure to
give notice. In case any such action is brought against an indemnified party,
the indemnifying party shall be entitled to participate in and, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such claim, to
assume the defense thereof, jointly with any other indemnifying party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation. No indemnifying
party shall be liable for any settlement of any action or proceeding effected
without its written consent. No indemnifying party shall, without the consent of
the indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.
(d) CONTRIBUTION. If the indemnification provided for in
this Section 3.6 shall for any reason be held by a court to be unavailable to an
indemnified party under subparagraph (a) or (b) hereof in respect of any loss,
claim, damage or liability, or any action in respect thereof, then, in lieu of
the amount paid or payable under subparagraph (a) or (b) hereof, the indemnified
party and the indemnifying party under subparagraph (a) or (b) hereof shall
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating the
same), (i) in such proportion as is appropriate to reflect the relative fault of
the Company and the Holders of Registrable Securities covered by the
registration statement which resulted in such loss, claim, damage or liability,
or action in respect thereof, with respect to the statements or omissions which
resulted in such loss, claim, damage or liability, or action in respect thereof,
as well as any other relevant equitable considerations or (ii) if the allocation
provided by clause (i) above is not permitted by
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applicable law, in such proportion as shall be appropriate to reflect the
relative benefits received by the Company and such Holders from the offering of
the securities covered by such registration statement. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent, misrepresentation. Such Holders' obligations to
contribute as provided in this subparagraph (d) are several and not joint in
proportion to the relative value of their respective Registrable Securities
covered by such registration statement. In addition, no Person shall be
obligated to contribute hereunder any amounts in payment for any settlement of
any action or claim effected without such Person's consent, which consent shall
not be unreasonably withheld.
(e) OTHER INDEMNIFICATION. Indemnification and
contribution similar to that specified in the preceding subdivisions of this
Section 3.6 (with appropriate modifications) shall be given by the Company and
each Holder of Registrable Securities with respect to any required registration
or other qualification of securities under any federal or state law or
regulation of any governmental authority other than the Securities Act.
(f) INDEMNIFICATION PAYMENTS. The indemnification and
contribution required by this Section 3.6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills are received or expense, loss, damage or liability is incurred.
3.7 CONDITIONS AND LIMITATIONS ON REGISTRATIONS OF REGISTRABLE
SECURITIES.
The Company shall not be required to effect any registration of
Registrable Securities if it shall deliver to the Holder or Holders an opinion
of counsel (which opinion and counsel shall be reasonably satisfactory to such
Holder or Holders) to the effect that the Registrable Securities requested to be
registered may be sold by such Holder without registration under the Securities
Act.
4. RULE 144. The Company shall take all actions reasonably
necessary to enable Holders of Registrable Securities to sell such securities
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or (b) any similar rule or regulation hereafter
adopted by the Commission including, without limiting the generality of the
foregoing, filing on a timely basis all reports required to be filed by the
Exchange Act. Upon the request of any Holder of Registrable Securities, the
Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.
5. AMENDMENTS AND WAIVERS. This Agreement may be amended with the
consent of the Company and the Company may take any action herein prohibited, or
omit to perform any act herein required to be performed by it, only if the
Company shall have obtained the written consent to such amendment, action or
omission to act, of the Holder or Holders of at least 66-2/3% of the Registrable
Securities. Each Holder of any Registrable Securities at the time or
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thereafter outstanding shall be bound by any consent authorized by this Section
5, whether or not such Registrable Securities shall have been marked to indicate
such consent.
6. NOMINEES FOR BENEFICIAL OWNERS. In the event that any
Registrable Securities are held by a nominee for the beneficial owner thereof,
the beneficial owner thereof may, at its election in writing delivered to the
Company (accompanied by a written acknowledgment of, and consent to, such
election by such nominee), be treated as the Holder of such Registrable
Securities for purposes of any request or other action by any Holder or Holders
of Registrable Securities pursuant to this Agreement or any determination of any
number or percentage of shares of Registrable Securities held by any Holder or
Holders of Registrable Securities contemplated by this Agreement. If the
beneficial owner of any Registrable Securities so elects to be treated as the
holder of such Registrable Securities, the Company may require assurances
reasonably satisfactory to it of such owner's beneficial ownership of such
Registrable Securities.
7. NOTICES. All communications provided for hereunder shall be
sent by postage-prepaid first-class mail, shall be deemed to be received three
days after being sent, or, if earlier, the date of actual receipt, and shall be
addressed as follows:
(a) If to the Purchaser, addressed to it in the manner
set forth in the Purchase Agreement, or at such other address as it shall have
furnished to the Company in writing;
(b) if to any other Holder of Registrable Securities, at
the address that such holder shall have furnished to the Company in writing, or,
until any such other holder so furnishes to the Company an address, then to and
at the address of the last holder of such Registrable Securities who has
furnished an address to the Company; or
(c) if to the Company, addressed to it in the manner set
forth in the Purchase Agreement, or at such other address as the Company shall
have furnished to each holder of Registrable Securities at the time outstanding.
8. ASSIGNMENT; CALCULATION OF PERCENTAGE INTERESTS IN REGISTRABLE
SECURITIES.
(a) This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and, with respect to the
Company, its respective successors and assigns and, with respect to such
Purchaser, its respective successors and assigns, and any holder of any
Registrable Securities, subject to the provisions respecting the minimum numbers
of percentages of shares of Registrable Securities required in order to be
entitled to certain rights, or take certain actions, contained herein. The
Purchasers named in Exhibit I of this Agreement (and not any other Holder of
Registrable Securities or any other Person) shall be permitted, in connection
with a transfer or disposition of Registrable Securities permitted by the
Purchase Agreement, to impose conditions or constraints on the ability of the
transferee, as a Holder of Registrable Securities, to request a registration
pursuant to Section 3.1 and shall provide the Company with copies of such
conditions or constraints and the identity of such transferees.
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(b) For purposes of this Agreement, all references to a
percentage of the Registrable Securities shall be calculated based upon the
number of shares of Registrable Securities outstanding at the time such
calculation is made.
9. DESCRIPTIVE HEADINGS. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.
10. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with, and the rights of the parties shall be governed by, the laws
of the State of California.
11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all such
counterparts shall together constitute one and the same instrument.
12. TERMINATION. This Agreement shall terminate and be of no
further force or effect from and after the date the Purchase Agreement shall
have been terminated in accordance with its terms.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized as
of the date first above written.
COMMUNITY BANCORP PURCHASER
By: By:
---------------------------- ----------------------------
Name/Title Name/Title
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EXHIBIT I
NAMES OF PURCHASERS
Xxxx X. Xxxxx XXX
Xxxxxxx Xxxxxxxxx and Xxxxxxxxxx Xxxxxxxxx,
Trustees Xxxxxxxxx Trust U/A dated 4/11/98
Xxxx Xxxxxx Xxxxx and
Xxxxxxxx Xxx Xxxxx,
Co-Trustees, U.T.D Oct.21, 1985
San Xxxxx Xxxx Preserving Co.
401 K Plan FBO Xxxx X. Xxxxx
San Xxxxx Xxxx Preserving Co.
401 K Plan FBO Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Trustee,
U.T.D Dec. 4, 1990
Xxxxx Electric, Inc. 000 X Xxxx
XXX Xxxx X. Xxxxx
Financial Institution Partners III, L.P
Investors Mergers and Acquisitions Fund
G. Xxxxx Xxxx 1992 Trust
Xxxxxxx X. Xxxx
Southern Mission Equipment Inc.
Defined Benefit Pension Plan
Xxxxx and Xxxxxxx Xxxxx Family Trust
Xxxx Xxxxxxxx
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