FORM OF LETTER AGREEMENT
EXHIBIT
2.2
FORM
OF
LETTER AGREEMENT
June
25, 2007
National
Penn Bancshares, Inc.
Philadelphia
and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Ladies
and Gentlemen:
National
Penn Bancshares, Inc. ("NPB")
and Christiana Bank & Trust Company ("Christiana") are considering entering
into an Agreement of Reorganization and Merger dated June 25, 2007 (the
"Agreement").
Pursuant
to the proposed Agreement, and
subject to the terms and conditions set forth therein: (a) NPB will acquire
Christiana by a merger of an interim, direct wholly owned subsidiary of NPB
with
and into Christiana (the “Merger”); (b) shareholders of Christiana will receive
shares of NPB common stock and/or cash in exchange for their shares of
Christiana common stock owned on the closing date; and (c) holders of Christiana
options will receive stock options exercisable for common stock of NPB in
exchange for options exercisable for common stock of Christiana outstanding
on
the closing date (the foregoing, collectively, the "Transactions").
I
have been advised that I may be
deemed to be an "affiliate" of Christiana for purposes of certain rules issued
by the Securities and Exchange Commission (the "SEC") under the Securities
Act
of 1933.
I
understand that NPB is requiring, as
a condition to its execution and delivery to Christiana of the Agreement, that
I
execute and deliver to NPB this Letter Agreement.
Intending
to be legally bound hereby, I
irrevocably agree and represent as follows:
1.
I agree to vote or cause to be voted for approval of the Transactions all shares
of Christiana common stock over which I exercise sole or shared voting power,
excluding any such shares that I am acting over as a fiduciary other than those
which are held in IRAs for my benefit.
2. Through
the earlier of (a) the receipt of the requisite approval of the Transactions
by
the shareholders of Christiana or (b) the termination of the Agreement pursuant
to Article VII thereof, I agree not to offer, sell, transfer or otherwise
dispose of, or to permit the offer, sale, transfer or other disposition of,
any
shares of Christiana common stock over which I exercise sole or shared voting
power or any options that I hold to acquire shares of Christiana common stock;
provided, however, that I may make a bona fide gift of shares or transfer of
shares for estate planning or similar purposes prior to that
National
Penn Bancshares, Inc.
June
25,
2007
Page
2
date
as
long as the recipient agrees to vote such shares for approval of the
Transactions and agrees, in writing, to be bound by all the terms hereof as
if
an original signatory hereto.
3. I
agree, if I am an optionholder, to exchange my options to acquire shares of
common stock of Christiana for options to acquire such number of shares of
common stock of NPB, and at such per share exercise price, as is provided in
Section 2.08 of the Agreement, and otherwise on the same terms and conditions
as
the exchanged Christiana options (unless I shall have exercised any such option
prior to the Transactions).
4. I
have sole or shared voting power over the number of shares of Christiana common
stock, and hold stock options for the number of shares of Christiana common
stock, if any, set forth below opposite my signature line. NPB
recognizes that with respect to any such shares which have been pledged to
a
third party (as specifically identified below), I will not be able to control
the voting or disposition of such shares in the event of a default.
5. I
hereby waive the right to assert dissenters rights under the Delaware Banking
Code, which is set forth in Title 5 of the Delaware Code, and any other
applicable law or regulation.
6. I
agree not to offer, sell, transfer or otherwise dispose of any shares of NPB
common stock received pursuant to the Transactions, except:
(a) at
such time as a registration statement under the Securities Act of 1933, as
amended ("Securities Act"), covering sales of such NPB common stock is effective
and a prospectus is made available under the Securities Act;
(b) within
the limits, and in accordance with the applicable provisions of, Rule 145 under
the Securities Act ("Rule 145") or upon expiration of all restrictions set
forth
in Rule 145 applicable to me; or
(c) in
a transaction which, in an opinion of counsel satisfactory to NPB or as
described in a "no-action" or interpretive letter from the staff of the SEC,
is
not required to be registered under the Securities Act;
and
I
acknowledge and agree that NPB is under no obligation to register the sale,
transfer or other disposition of NPB common stock by me or on my behalf, or
to
take any other action necessary to make an exemption from registration
available.
National
Penn Bancshares, Inc.
June
25,
2007
Page
3
7. NPB
shall take all steps necessary to ensure that NPB is in compliance with all
those requirements of Rule 145 and Rule 144 with which NPB must comply in order
for the resale provisions of Rule 145(d) to be available to me. In
addition, NPB shall cause its Director of SEC Compliance (in his/her absence,
outside-counsel selected by NPB) to respond promptly to any requests from NPB’s
transfer agent for the issuance of an opinion that any transfer by me that
complies with the requirements of Rule 145 and 144 may be made provided such
counsel receives customary representation letters and all other information
and
documentation reasonably required by NPB from me.
8. I
agree that neither Christiana nor NPB shall be bound by any attempted sale
of
any shares of Christiana common stock or NPB common stock, respectively, and
Christiana's and NPB's transfer agents shall be given appropriate stop transfer
orders and shall not be required to register any such attempted sale, unless
the
sale has been effected in compliance with the terms of this Letter Agreement;
and I further agree that (a) any certificate representing shares of NPB common
stock received by me pursuant to the Merger may be endorsed with a restrictive
legend consistent with the terms of this Letter Agreement; and (b) any shares
of
NPB common stock received by me pursuant to the Merger in the form of book-entry
shares may be subject to a stop order consistent with the terms of this Letter
Agreement. I understand that upon expiration of the restrictions set
forth in Rule 145 and applicable to me, upon my request, NPB shall cause its
Director of SEC Compliance (in his/her absence, outside-counsel selected by
NPB)
to promptly issue an opinion to the transfer agent or provide other
documentation reasonably acceptable to the transfer agent so as to cause such
stop orders to be lifted. If at any point in time I hold certificates
representing shares of NPB common stock received by me in the Merger and such
certificates bear a restrictive legend, upon expiration of the restrictions
set
forth in Rule 145 and applicable to me, upon my request, NPB shall cause its
Director of SEC Compliance (in his/her absence, outside-counsel selected by
NPB)
to promptly issue an opinion to the transfer agent or provide other
documentation reasonably acceptable to the transfer agent so as to cause such
certificates to be reissued without such restrictive legend.
9. I
represent that I have no present plan or intention to offer, sell, exchange,
or
otherwise dispose of any shares of NPB common stock to be received in the
Transactions.
10. I
represent that I have the capacity to enter into this Letter Agreement and
that
it is a valid and binding obligation enforceable against me in accordance with
its terms, subject to bankruptcy, insolvency and other laws affecting creditors'
rights and general equitable principles.
National
Penn Bancshares, Inc.
June
25,
2007
Page
4
For
the avoidance of doubt, I
acknowledge that any references herein to Christiana common stock held by me
include common stock issued or issuable upon the exercise of any or all of
my
options to acquire shares of Christiana common stock.
I
am signing this Letter Agreement in
my capacity as a shareholder of Christiana, and as an optionholder if I am
an
optionholder, and not in any other capacity (including as a
director).
This
Letter Agreement shall be
effective upon acceptance by NPB.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
National
Penn Bancshares, Inc.
June
25,
2007
Page
5
This
Letter Agreement shall terminate
concurrently with, and automatically upon, any termination of the Agreement
in
accordance with its terms, except that any such termination shall be without
prejudice to NPB's rights arising out of any willful breach of any covenant
or
representation contained herein.
Very
truly yours,
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Number
of shares held:
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Sole
voting power:
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________
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Shared
voting power:
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________
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Number
of shares subject
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to
stock options:
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________
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Number
of pledged
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shares:
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________
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__________________________
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___________________________________
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Witness:
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[Name]
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Accepted:
NATIONAL
PENN BANCSHARES, INC.
By:___________________________
Name: ▇▇▇▇▇
▇. ▇▇▇▇▇
Title: President
& CEO