EXHIBIT B
SRNB AFFILIATE AGREEMENT
I, the undersigned, have been advised that as of the date hereof I may
be deemed to be (but I do not hereby admit to being) an affiliate of Six Rivers
National Bank ("SRNB") for purposes of Rule 145 promulgated by the Securities
and Exchange Commission under the Securities Act of 1933, as amended ("Rule
145"). The following undertaking is given pursuant to and in compliance with
that certain Agreement and Plan of Reorganization and Merger among North Valley
Bancorp ("NVBancorp"), NVB Interim National Bank ("Interim Bank") and SRNB dated
as of October 1, 1999 (the "Reorganization Agreement"), which provides that SRNB
shall merge with and into Interim Bank (the "Merger"), and the surviving
national bank will continue as a wholly-owned subsidiary of NVBancorp under the
national bank charter number and name of "Six Rivers National Bank." Capitalized
terms used herein and not defined herein shall have the meanings given to them
in the Reorganization Agreement.
I understand that NVBancorp is relying on the performance of the
covenants contained herein to insure that they obtain the desired
pooling-of-interests accounting treatment as a result of the Merger and to avoid
any appearance of improper manipulation of NVBancorp's stock price or xxxxxxx
xxxxxxx in the period prior to the Merger.
I hereby agree that during the period beginning on ____________, 1999
(or such later date as NVBancorp may notify me in writing), and ending on the
date on which the Effective Time of the Merger occurs, which in either event
shall not exceed thirty (30) days prior to the Effective Time of the Merger, I
will not offer to sell or purchase, sell, transfer, purchase or acquire,
publicly or privately, any shares of NVBancorp common stock ("NVBancorp Share"
or "NVBancorp Shares") or SRNB common stock ("SRNB Share" or "SRNB Shares"), or
cause any other person to do any of the above, except as a result of the
conversion in the Merger of any SRNB Shares or options to purchase SRNB Shares
held by me.
I hereby also agree that during the period beginning on the date on
which the Effective Time of the Merger occurs and ending on the date of release
and publication to the general public of financial results covering at least
thirty (30) days of post-merger combined operations of NVBancorp and SRNB, I
will not offer, sell or transfer, publicly or privately, any NVBancorp Shares,
and that I will not during such period commit or agree to sell or transfer any
of such NVBancorp Shares after such period.
I hereby also agree that at no time will I offer, sell or transfer,
publicly or privately, any NVBancorp Shares acquired by me in the Merger,
whether in exchange for SRNB Shares or for or upon exercise of options to
purchase such SRNB Shares, except:
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(i) Pursuant to a then current effective registration under
the Securities Act of 1933, as amended (the "1933 Act"); or
(ii) Pursuant to the provisions of Rule 145(d) under the 1933
Act; or
(iii) If counsel representing me, satisfactory to NVBancorp,
shall have advised NVBancorp in a written opinion letter in form and
substance satisfactory to NVBancorp and its counsel and upon which
NVBancorp and its counsel may rely, that no registration under the 1933
Act would be required in connection with the proposed sale, transfer or
other disposition.
I agree and confirm that:
(i) the NVBancorp Shares to be acquired by me upon
consummation of the Merger (such NVBancorp Shares being sometimes
referred to for purposes of this Agreement as "Acquired Shares") will
not be acquired with a view to the sale or distribution thereof except
as permitted by Rule 145;
(ii) the certificate representing the Acquired Shares or any
substitutions therefor, may be subject to stop transfer instructions
which confirm that such securities representing NVBancorp Shares have
been issued or transferred to the registered holder as a result of a
transaction to which Rule 145 under the 1933 Act applies and that such
securities may not be sold, hypothecated, transferred or assigned, and
the issuer or its transfer agent shall not be required to give effect
to any attempted sale, hypothecation, transfer or assignment, except
(i) pursuant to a then current effective registration statement under
the 1933 Act, (ii) in a transaction permitted by Rule 145 as to which
the issuer has, in the opinion of its counsel, received reasonably
satisfactory evidence of compliance with the provisions of Rule 145, or
(iii) in a transaction which, in the opinion of counsel satisfactory to
the issuer or as described in a "no action" or interpretive letter from
the staff of the Securities and Exchange Commission is not required to
be registered under the 1933 Act.
It is understood and agreed that any stop transfer instructions shall
be removed if the undersigned shall have delivered to NVBancorp a written
opinion letter in form and substance satisfactory to NVBancorp and its counsel
and upon which NVBancorp and its counsel may rely, from counsel satisfactory to
NVBancorp, that no registration under the 1933 Act would be required in
connection with the proposed sale, transfer or other disposition.
Date: ____________________ Signed: ___________________________________
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