MERGER AGREEMENT between AMERICA CALIFORNIA BANK and FIRST NATIONAL BANK OF NORTHERN CALIFORNIA Under the charter of First National Bank of Northern CaliforniaMerger Agreement • May 15th, 2015 • FNB Bancorp/Ca/ • State commercial banks
THIS MERGER AGREEMENT made between FIRST NATIONAL BANK OF NORTHERN CALIFORNIA (hereinafter referred to as “FNB”), a national banking association organized under the laws of the United States, being located at 975 El Camino Real, South San Francisco, California 94080, with an authorized capital stock of 10,000,000 shares of common stock (“FNB Common Stock”), each of $1.25 par value, and AMERICA CALIFORNIA BANK (hereinafter referred to as “ACB”), a California banking corporation, being located at 417 Montgomery Street, San Francisco, California 94104, with an authorized capital stock of 5,000,000 shares of common stock, no par value (“ACB Common Stock”), and 5,000,000 shares of preferred stock, no par value (“ACB Preferred Stock”), each acting pursuant to a resolution of its board of directors, adopted by the vote of a majority of its directors, pursuant to the authority given by and in accordance with the provisions of 12 USC 215a,
NON-SOLICITATION AND CONFIDENTIALITY AGREEMENTNon-Solicitation and Confidentiality Agreement • May 15th, 2015 • FNB Bancorp/Ca/ • State commercial banks • California
This NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT (this “Agreement”), dated as of May 14, 2015, by and among FNB Bancorp, a California corporation (“FNB”), First National Bank of Northern California, a national banking association and wholly-owned subsidiary of FNB (“FNBNC”), and the undersigned executive officer or director (“Representative”) of America California Bank, a California banking corporation (“ACB”).
AGREEMENT ANDMerger Agreement • May 15th, 2015 • FNB Bancorp/Ca/ • State commercial banks • California
THIS AGREEMENT AND PLAN OF REORGANIZATION AND MERGER dated as of May 14, 2015, (“Agreement”), is made and entered into by and among FNB Bancorp, a California corporation (“FNB”), First National Bank of Northern California, a national banking association and wholly-owned subsidiary of FNB (“FNBNC”), America California Bank, a California banking corporation (“ACB”), and ACB Interim Merger Corporation, a California corporation and wholly-owned subsidiary of FNB (“Merger Corporation”) formed by FNB for the purpose of acquiring all of the outstanding stock of ACB through the merger of Merger Corporation with and into ACB.
AGREEMENT OF MERGERMerger Agreement • May 15th, 2015 • FNB Bancorp/Ca/ • State commercial banks
THIS AGREEMENT OF MERGER (this “Agreement”) dated as of [*], 2015, is made and entered into by and between America California Bank, a California banking corporation (“ACB”), FNB Bancorp, a California corporation (“FNB”), and ACB Interim Merger Corporation, a California corporation and wholly-owned subsidiary of FNB (“Merger Corporation”).
SHAREHOLDER AGREEMENTShareholder Agreement • May 15th, 2015 • FNB Bancorp/Ca/ • State commercial banks • California
This SHAREHOLDER AGREEMENT is made and entered into as of May 14, 2015 by and between FNB Bancorp, a California corporation (“FNB”), and the person signatory hereto (the “Shareholder”).
