AGREEMENT OF MERGERAgreement of Merger • May 25th, 2001 • Amplicon Inc • Services-computer rental & leasing • California
THIS AGREEMENT OF MERGER (this "Agreement") is entered into as of this 21st day of May, 2001, among Amplicon, Inc., a California corporation ("Amplicon"), California First National Bancorp, a California corporation ("Bancorp"), and CFNB Merger Sub, a California corporation ("Merger Sub") and wholly owned subsidiary of Bancorp. WHEREAS, Amplicon desires to create a new holding company structure by merging Merger Sub with and into Amplicon, with (a) Amplicon continuing as the surviving corporation of such merger and (b) each outstanding share (or any fraction thereof) of Amplicon Common Stock being converted in such merger into a like number of shares of Bancorp Common Stock, all in accordance with the terms of this Agreement (the "Merger") and the provisions of the General Corporation Law of the State of California; WHEREAS, the rights, preferences, privileges and restrictions of the Bancorp Common Stock are the same as those of Amplicon Common Stock; WHEREAS, the directors and executiv
CAPITAL ASSURANCES AND LIQUIDITY MAINTENANCE AGREEMENTAssurances and Liquidity Maintenance Agreement • May 25th, 2001 • Amplicon Inc • Services-computer rental & leasing • California
This Capital Assurances and Liquidity Maintenance Agreement ("Agreement") is entered into, and is effective as of, the 23rd day of May, 2001, by and between California First National Bank ("Bank") and California First National Bancorp ("Parent"), a California corporation.
AGREEMENT BY AND BETWEEN California First National Bank Santa Ana, California and The Office of the Comptroller of the CurrencyAgreement by And • May 25th, 2001 • Amplicon Inc • Services-computer rental & leasing
WHEREAS, California First National Bank, of Santa Ana, California ("Bank"), and the Comptroller of the Currency of the United States of America ("Comptroller" or "OCC") seek to ensure that the Bank will operate safely and soundly and in accordance with all applicable laws, rules, regulations, and conditions imposed in connection with the granting of the Bank's charter; and WHEREAS, on or about June 3, 1999, Amplicon, Inc., of Santa Ana, California("Amplicon"), filed an application with the OCC to charter the Bank. According to the application, Amplicon would own one hundred percent (100%) of the Bank's outstanding and issued stock; and WHEREAS, according to the Bank's Business Plan ("First Business Plan"), the Bank was expected to purchase from Amplicon certain payment streams associated with leases of capital assets, funding the purchases of those payment streams using FDIC-insured bank deposits, with the leasing affiliate retaining ownership of the underlying asset and the Bank tak
