Common use of Execution and Delivery of the Agreement Clause in Contracts

Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement and the Merger Agreement have been duly authorized by the Board of Directors of SRNB and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds of the outstanding SRNB Shares at a meeting of shareholders duly called and held, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNB. (ii) This Agreement has been duly executed and delivered by SRNB and (assuming due execution and delivery by NVBancorp) constitutes, and the Merger Agreement, upon its execution and delivery by SRNB (and assuming due execution and delivery by NVBancorp) will constitute, a legal and binding obligation of SRNB in accordance with its terms. (iii) The execution and delivery by SRNB of this Agreement and the Merger Agreement and the consummation of the transactions herein and therein contemplated (a) do not violate any provision of the Articles of Association or Bylaws of SRNB, or violate in any material respect any provision of federal or state law or any government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite SRNB shareholder approval referred to in Section 4(r)(i) hereof, (3) due registration of the NVBancorp Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under state securities or "blue sky" laws), and (b) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNB.

Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement and the Agreement of Merger Agreement have been duly authorized by the Board of Directors of SRNB NVBancorp and, when the principal terms of the Merger, this Agreement and the Agreement of Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds of the outstanding SRNB Shares at a meeting of shareholders duly called and held, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNBNVBancorp. (ii) This Agreement has been duly executed and delivered by SRNB NVBancorp and (assuming due execution and delivery by NVBancorpYCB) constitutesconstitutes a legal and binding obligation of NVBancorp in accordance with its terms, and the Merger AgreementAgreement of Merger, upon its execution and delivery by SRNB New YCB Bank (after obtaining all applicable Government Approvals and assuming due execution and delivery by NVBancorpYCB) will constitute, a legal and binding obligation of SRNB NewYCB Bank in accordance with its terms. (iii) The execution and delivery by SRNB NVBancorp of this Agreement and the Merger Agreement and the consummation of the transactions contemplated herein and therein contemplated in the Agreement of Merger (a) do not violate any provision of the Articles of Association Incorporation or Bylaws of SRNBNVBancorp, respectively, or violate in any material respect any provision of federal or state law or any government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite SRNB shareholder approval referred to in Section 4(r)(i) hereof, (3) due registration of the NVBancorp Shares under the 1933 Act, Approvals and (4) receipt of appropriate permits or approvals under state securities or "blue sky" laws), and (b) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB NVBancorp is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB NVBancorp is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNBNVBancorp.

Execution and Delivery of the Agreement. (ia) The execution and delivery of this Agreement and the Merger Agreement have has been duly authorized by the Board of Directors of SRNB GAT and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds of the outstanding SRNB Shares at a meeting of shareholders duly called and held, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNBGAT. (iib) This Agreement has been been, and as of the Closing Date the Escrow Agreement will have been, duly executed and delivered by SRNB GAT and (assuming due execution and delivery by NVBancorpand enforceability against BARRA) constitutes, and the Merger Agreement, upon its execution and delivery by SRNB (and assuming due execution and delivery by NVBancorp) will constitute, a constitute legal and binding obligation obligations of SRNB GAT, enforceable in accordance with its their terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws effecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (iiic) The execution and delivery by SRNB GAT of this Agreement and the Merger Agreement and the consummation of the transactions described herein and therein contemplated (aA) do not violate any provision of the Articles Certificate of Association Incorporation or Bylaws of SRNBGAT or Innosearch, or violate in any material respect any provision of federal or state law or any government governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite SRNB shareholder approval referred to in Section 4(r)(i) hereofGAT Board approval, (3) due registration of the NVBancorp Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under applicable federal and state securities or "blue sky" laws, and (4) accuracy of the representations of BARRA set forth herein), and (bB) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, of any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB GAT or Innosearch is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB GAT or Innosearch is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of SRNBGAT or Innosearch. (d) Each GAT Stockholder has now, and will have at the Closing Date, all requisite legal and (if applicable) corporate, trust or partnership power to enter into this Agreement, to receive the BARRA Shares in exchange for GAT Shares hereunder and to perform its obligations under the terms of this Agreement. (e) This Agreement when executed and delivered by each GAT Stockholder will constitute a valid and legally binding obligation of such GAT Stockholder, enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy laws or other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited.

Execution and Delivery of the Agreement. (ia) The execution and delivery of this Agreement and the Merger Agreement have has been duly authorized by the Board of Directors of SRNB andFNB and this Agreement, when the principal terms Agreement of the Merger, this Agreement Merger and the Bank Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds of the outstanding SRNB Shares at a meeting of shareholders duly called and held, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNBFNB. (iib) This Agreement has been duly executed and delivered by SRNB FNB and (assuming due execution and delivery by NVBancorpACB) constitutesconstitutes a legal and binding obligation of FNB in accordance with its terms, and the Agreement of Merger and the Bank Merger Agreement, upon its execution and delivery by SRNB the Merger Corporation and FNBNC (after obtaining all applicable Government Approvals and assuming due execution and delivery by NVBancorpACB) will constitute, a the legal and binding obligation obligations of SRNB the Merger Corporation and AFNBNC in accordance with its termstheir respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). FNB has no knowledge of any facts and circumstances that could reasonably be expected to delay or preclude the receipt of all required Government Approvals of the transactions contemplated by this Agreement. (iiic) The execution and delivery by SRNB FNB of this Agreement and the Merger Agreement and the consummation of the transactions contemplated herein and therein contemplated in the Agreement of Merger and the Bank Merger Agreement (ai) do not violate any provision of the Articles of Association Incorporation or Bylaws of SRNB, FNB or violate in any material respect any provision of federal or state law or any government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite SRNB shareholder approval referred to in Section 4(r)(i) hereof, (3) due registration of the NVBancorp Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under state securities or "blue sky" laws), and (bii) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB FNB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB FNB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNBFNB.

Execution and Delivery of the Agreement. (ia) The execution and delivery of this Agreement and the Merger Agreement have has been duly and validly authorized by the Board of Directors of SRNB and, when the principal terms of the Merger, BARRA and this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds of the outstanding SRNB Shares at a meeting of shareholders duly called and held, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNBBARRA. (iib) This Agreement has been duly executed and delivered by SRNB BARRA and (assuming due execution and delivery by NVBancorpand enforceability against the Innosearch Shareholders) constitutes, and the Merger Agreement, upon its execution and delivery by SRNB (and assuming due execution and delivery by NVBancorp) will constitute, a constitute legal and binding obligation obligations of SRNB BARRA, enforceable in accordance with its their terms, except as enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (iiic) The execution and delivery by SRNB BARRA of this Agreement and the Merger Agreement and the consummation of the transactions described herein and therein contemplated (ai) do not and will not violate any provision of the Articles of Association Incorporation or Bylaws of SRNBBARRA, or violate in any material respect any provision of federal or state law or any government governmental rule or regulation (assuming (1A) receipt of the Government Approvals, (2) receipt of the requisite SRNB shareholder approval referred to in Section 4(r)(i) hereof, (3) due registration of the NVBancorp Shares under the 1933 Act, and (4B) receipt of appropriate permits or approvals under applicable state securities or "blue sky" laws, and (C) accuracy of the representations and warranties of the Innosearch Shareholders as set forth herein), and (bii) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB BARRA is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB BARRA is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of SRNBBARRA.

Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement and the Agreement of Merger Agreement have been duly authorized by the Board Boards of Directors of SRNB AMRBK and AMRB and, when the principal terms of the Merger, this Agreement and the Agreement of Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds the majority of the outstanding SRNB AMRBK Shares either at a meeting of shareholders duly called and heldheld or by action taken without a meeting pursuant to the AMRBK Articles, Bylaws and California law, the Merger, this Agreement and the Agreement of Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNBAMRBK and AMRB. (ii) This Agreement has been duly executed and delivered by SRNB AMRBK and AMRB and (assuming due execution and delivery by NVBancorpBNKA) constitutesconstitutes a legal and binding obligation of AMRBK and AMRB in accordance with its terms, and the Merger AgreementAgreement of Merger, upon its execution and delivery by SRNB AMRB (after obtaining all applicable Government Approvals and assuming due execution and delivery by NVBancorpBNKA) will constitute, a legal and binding obligation of SRNB AMRB in accordance with its terms. (iii) The execution and delivery by SRNB AMRBK of this Agreement and the Merger Agreement and the consummation of the transactions contemplated herein and therein contemplated in the Agreement of Merger (a) do not violate any provision of the Articles of Association Incorporation or Bylaws of SRNBAMRBK or AMRB, respectively, or violate in any material respect any provision of federal or state law or any government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite SRNB AMRBK shareholder approval referred to in Section 4(r)(i5(r)(i) hereof, and (3) due registration of the NVBancorp Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under state securities or "blue sky" laws, and a registration statement on the appropriate form is declared effective by the Securities and Exchange Commission), and (b) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB AMRBK is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB AMRBK is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNBAMRBK.

Execution and Delivery of the Agreement. (ia) The execution and delivery of this Agreement and the Merger Agreement have been duly authorized by the Board of Directors of SRNB VCB and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding SRNB VCB Shares either at a meeting of shareholders duly called and heldheld or by action taken without a meeting pursuant to the VCB Articles, Bylaws and California law, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNBVCB. (iib) This Agreement has been duly executed and delivered by SRNB VCB and (assuming due execution and delivery by NVBancorpFNB and FNBNC) constitutesconstitutes a legal and binding obligation of VCB in accordance with its terms, and the Merger Agreement, upon its execution and delivery by SRNB VCB (after obtaining all applicable Government Approvals and assuming due execution and delivery by NVBancorpFNBNC) will constitute, a legal and binding obligation of SRNB VCB in accordance with its terms. (iiic) The execution and delivery by SRNB VCB of this Agreement and the Merger Agreement and the consummation of the transactions contemplated herein and therein contemplated in the Merger Agreement (ai) do not violate any provision of the Articles of Association Incorporation or Bylaws of SRNBVCB, or violate in any material respect any provision of federal or state law or any government rule or regulation (assuming (1A) receipt of the Government Approvals, (2B) receipt of the requisite SRNB VCB shareholder approval referred to in Section 4(r)(i4.21(a) hereof, (3) due registration of the NVBancorp Shares under the 1933 Act, and (4C) receipt of appropriate permits or approvals under state securities or "“blue sky" ” laws, including a permit from the DBO after a fairness hearing as described in Article 6 hereof or, in the alternative, a registration statement on Form S-4 declared effective by the SEC), and (bii) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB VCB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB VCB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNBVCB.

Execution and Delivery of the Agreement. (ia) The execution and delivery of this Agreement and the Merger Agreement have has been duly and validly authorized by the Board of Directors of SRNB and, when the principal terms of the Merger, BARRA and this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds of the outstanding SRNB Shares at a meeting of shareholders duly called and held, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNBBARRA. (iib) This Agreement has been been, and as of the Closing Date the Escrow Agreement will have been, duly executed and delivered by SRNB BARRA and (assuming due execution and delivery by NVBancorpand enforceability against GAT) constitutes, and the Merger Agreement, upon its execution and delivery by SRNB (and assuming due execution and delivery by NVBancorp) will constitute, a constitute legal and binding obligation obligations of SRNB BARRA, enforceable in accordance with its their terms, except as enforcement may be limited by applicable bankruptcy laws and other similar laws affecting creditors' rights generally, and except that the availability of equitable remedies may be limited. (iiic) The execution and delivery by SRNB BARRA of this Agreement and the Merger Agreement and the consummation of the transactions described herein and therein contemplated (ai) do not and will not violate any provision of the Articles of Association Incorporation or Bylaws of SRNBBARRA, or violate in any material respect any provision of federal or state law or any government governmental rule or regulation (assuming (1A) receipt of the Government Approvals, (2) receipt of the requisite SRNB shareholder approval referred to in Section 4(r)(i) hereof, (3) due registration of the NVBancorp Shares under the 1933 Act, and (4B) receipt of appropriate permits or approvals under applicable state securities or "blue sky" laws, and (C) accuracy of the representations and warranties of GAT, Innosearch and the GAT Stockholders set forth herein and each of the Innosearch Stockholders as set forth in the Innosearch Agreement), and (bii) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB BARRA is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB BARRA is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or similar right of any third party of any kind whatsoever upon any of the properties or assets of SRNBBARRA.

Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement and the Merger Agreement have has been duly authorized by the Board required majority approval of the respective Boards of Directors of SRNB Redwood Empire and NBR and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds a majority of the outstanding SRNB Shares shares of Redwood Empire common stock at a meeting of shareholders duly called and held, held and by Redwood Empire as the Mergersole shareholder of NBR, this Agreement and the Merger Agreement Mergers will be duly and validly authorized by all necessary corporate action on the part of SRNBRedwood Empire and NBR. Actions taken by the Board of Directors of Company and to be taken by the shareholders of Redwood Empire are sufficient to render inapplicable to this Agreement and the transactions contemplated hereby all state takeover statutes and any similar “takeover” or “interested stockholder” law. (ii) This Agreement has been duly executed and delivered by SRNB Redwood Empire and NBR and (assuming due execution and delivery by NVBancorpWestamerica and WAB) constitutes, and constitutes the Merger Agreement, upon its execution and delivery by SRNB (and assuming due execution and delivery by NVBancorp) will constitute, a legal and binding obligation obligations of SRNB in accordance with its termsRedwood Empire and NBR (subject to applicable bankruptcy, insolvency and civil laws affecting creditors’ rights generally, and subject, as to enforceability, to equitable principles of general applicability). (iii) The execution and delivery by SRNB Redwood Empire and NBR of this Agreement and the Merger Agreement and the consummation of the transactions herein and therein contemplated provided for in this Agreement (aA) do not violate any provision of the Articles of Incorporation or Bylaws of Redwood Empire or Articles of Association or Bylaws of SRNBNBR, or violate in any material respect any provision of federal or state law or any government governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite SRNB Redwood Empire shareholder approval referred to in Section 4(r)(i) hereofapproval, (3) due registration of the NVBancorp Westamerica Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under state securities or "“blue sky" ” laws, and (5) accuracy of the representations of Westamerica set forth herein), and (bB) except as set forth in Section 4(d) of the Redwood Empire Disclosure Schedule, do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB Redwood Empire or any of its subsidiaries is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB Redwood Empire any of its subsidiaries is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNBRedwood Empire or any of its subsidiaries.

Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement and the Merger Agreement have has been duly authorized by the Board of Directors of SRNB KSB and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds a majority of the outstanding SRNB Shares shares of KSB common stock at a meeting of shareholders duly called and held, the Merger, this Agreement and the Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNBKSB. (ii) This Agreement has been duly executed and delivered by SRNB KSB and (assuming due execution and delivery by NVBancorpWABC) constitutes, and constitutes the Merger Agreement, upon its execution and delivery by SRNB (and assuming due execution and delivery by NVBancorp) will constitute, a legal and binding obligation obligations of SRNB in accordance with its termsKSB (subject to applicable bankruptcy, insolvency and civil laws affecting creditors' rights generally, and subject, as to enforceability, to equitable principles of general applicability). (iii) The execution and delivery by SRNB KSB of this Agreement and the Merger Agreement and the consummation of the transactions herein and therein contemplated (aA) do not violate any provision of the Articles of Association Incorporation or Bylaws of SRNBKSB , or violate in any material respect any provision of federal or state law or any government governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite SRNB KSB shareholder approval referred to in Section 4(r)(i4(s)(i) hereof, (3) due registration of the NVBancorp WABC Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under state securities or "blue sky" laws, and (5) accuracy of the representations of WABC set forth herein), and (bB) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB KSB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB KSB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNBKSB.

Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement and the Agreement of Merger Agreement have been duly authorized by the Board of Directors of SRNB YCB and, when the principal terms of the Merger, this Agreement and the Agreement of Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds the majority of the outstanding SRNB YCB Shares either at a meeting of shareholders duly called and heldheld or by action taken without a meeting pursuant to the YCB Articles, Bylaws and California law, the Merger, this Agreement and the Agreement of Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNBYCB. (ii) This Agreement has been duly executed and delivered by SRNB YCB and (assuming due execution and delivery by NVBancorp) constitutes, and the Merger AgreementAgreement of Merger, upon its execution and delivery by SRNB YCB (and assuming due execution and delivery by NVBancorp) will constitute, a legal and binding obligation of SRNB YCB in accordance with its terms. (iii) The execution and delivery by SRNB YCB of this Agreement and the Agreement of Merger Agreement and the consummation of the transactions herein and therein contemplated (a) do not violate any provision of the Articles of Association Incorporation or Bylaws of SRNBYCB, or violate in any material respect any provision of federal or state law or any government rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite SRNB YCB shareholder approval referred to in Section 4(r)(i) hereof, and (3) due registration of the NVBancorp Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under state securities or "blue sky" laws, including a permit from the California Commissioner of Corporations after a fairness hearing as described in Section 3.1.d. or, in the alternative, a registration statement on Form S-4 declared effective by the SEC), and (b) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB YCB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB YCB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNBYCB.

Execution and Delivery of the Agreement. (i) The execution and delivery of this Agreement and the Merger Agreement have has been duly authorized by the Board required majority approval of the respective Boards of Directors of SRNB Redwood Empire and NBR and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of two-thirds a majority of the outstanding SRNB Shares shares of Redwood Empire common stock at a meeting of shareholders duly called and held, held and by Redwood Empire as the Mergersole shareholder of NBR, this Agreement and the Merger Agreement Mergers will be duly and validly authorized by all necessary corporate action on the part of SRNBRedwood Empire and NBR. Actions taken by the Board of Directors of Company and to be taken by the shareholders of Redwood Empire are sufficient to render inapplicable to this Agreement and the transactions contemplated hereby all state takeover statutes and any similar "takeover" or "interested stockholder" law. (ii) This Agreement has been duly executed and delivered by SRNB Redwood Empire and NBR and (assuming due execution and delivery by NVBancorpWestamerica and WAB) constitutes, and constitutes the Merger Agreement, upon its execution and delivery by SRNB (and assuming due execution and delivery by NVBancorp) will constitute, a legal and binding obligation obligations of SRNB in accordance with its termsRedwood Empire and NBR (subject to applicable bankruptcy, insolvency and civil laws affecting creditors' rights generally, and subject, as to enforceability, to equitable principles of general applicability). (iii) The execution and delivery by SRNB Redwood Empire and NBR of this Agreement and the Merger Agreement and the consummation of the transactions herein and therein contemplated provided for in this Agreement (aA) do not violate any provision of the Articles of Incorporation or Bylaws of Redwood Empire or Articles of Association or Bylaws of SRNBNBR, or violate in any material respect any provision of federal or state law or any government governmental rule or regulation (assuming (1) receipt of the Government Approvals, (2) receipt of the requisite SRNB Redwood Empire shareholder approval referred to in Section 4(r)(i) hereofapproval, (3) due registration of the NVBancorp Westamerica Shares under the 1933 Act, and (4) receipt of appropriate permits or approvals under state securities or "blue sky" laws, and (5) accuracy of the representations of Westamerica set forth herein), and (bB) except as set forth in Section 4(d) of the Redwood Empire Disclosure Schedule, do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB Redwood Empire or any of its subsidiaries is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB Redwood Empire any of its subsidiaries is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNBRedwood Empire or any of its subsidiaries.

Execution and Delivery of the Agreement. (ia) The execution and delivery of this Agreement, the Agreement of Merger and the Bank Merger Agreement have been duly authorized by the Board of Directors of SRNB ACB and, when the principal terms of the Merger, this Agreement and the Merger Agreement have been duly approved by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding SRNB Shares voting shares of ACB capital stock either at a meeting of shareholders duly called and heldheld or by action taken without a meeting pursuant to the ACB Articles, Bylaws and California law, this Agreement, the Merger, this Agreement of Merger and the Bank Merger Agreement will be duly and validly authorized by all necessary corporate action on the part of SRNBACB. (iib) This Agreement has been duly executed and delivered by SRNB ACB and (assuming due execution and delivery by NVBancorpFNB, FNBNC and the Merger Corporation) constitutesconstitutes a legal and binding obligation of ACB enforceable in accordance with its terms, and the Agreement of Merger and the Bank Merger Agreement, upon its execution and delivery by SRNB ACB (after obtaining all applicable Government Approvals and assuming due execution and delivery by NVBancorpthe Merger Corporation and FNBNC) will constitute, a legal and binding obligation of SRNB ACB enforceable in accordance with its termsterms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles). (iiic) The execution and delivery by SRNB ACB of this Agreement, the Agreement of Merger and the Bank Merger Agreement and the consummation of the transactions contemplated herein and therein contemplated (ai) do not violate any provision of the Articles of Association Incorporation or Bylaws of SRNBACB, or violate in any material respect any provision of federal or state law or any government rule or regulation (assuming (1A) receipt of the Government Approvals, (2B) receipt of the requisite SRNB ACB shareholder approval referred to in Section 4(r)(i4.21(a) hereof, (3) due registration of the NVBancorp Shares under the 1933 Act, and (4C) receipt of appropriate permits or approvals under state securities or "“blue sky" ” laws), and (bii) do not require any consent of any person under, conflict in any material respect with or result in a material breach of, or accelerate the performance required by any of the terms of, any material debt instrument, lease, license, covenant, agreement or understanding to which SRNB ACB is a party or by which it is bound or any order, ruling, decree, judgment, arbitration award or stipulation to which SRNB ACB is subject, or constitute a material default thereunder or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon any of the properties or assets of SRNBACB.