November 4, 2014Sterling Bancorp • November 7th, 2014 • National commercial banks
As a holder of Hudson Valley Common Stock (as defined below), the undersigned (the “Shareholder”) understands that Hudson Valley Holding Corp., a New York corporation (“Hudson Valley”), and Sterling Bancorp, a Delaware corporation (“Sterling”), propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as it may be from time to time amended, the “Merger Agreement”), providing for, among other things, the merger of Hudson Valley with and into Sterling (the “Merger”), in which each of the issued and outstanding shares of common stock, par value $0.20 per share, of Hudson Valley (the “Hudson Valley Common Stock”) (except for shares of Hudson Valley Common Stock owned by Hudson Valley as treasury stock or owned by Hudson Valley or Sterling, in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) shall be converted into the right to receive the Merger Consideration. Terms used without definition in this letter agreeme
