Form of Registration Rights Agreement



 EXHIBIT 4.1 
  

REGISTRATION RIGHTS AGREEMENT 
  
 REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of August     , 2003, between Community Bancorp Inc., a
Delaware corporation (the “Company”), and each of the Persons who have executed this Agreement and are named in Annex A hereto (each, an “Investor” and, collectively, the “Investors”). 

 
 Execution and delivery of this Agreement by the parties hereto are
conditions to each Investor purchasing Shares (as defined below) from the Company under the Subscription Agreement (as defined below). Accordingly, the parties hereto hereby agree as follows: 
  
 1.  Definitions.    Unless the context
otherwise requires, the terms defined in this Section 1 have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of such terms: 
  
 “Board” means the Board of Directors of the
Company. 
  
 “Closing Date” has
the meaning given in the Subscription Agreement; provided that if there is more than one Closing Date pursuant to the Subscription Agreement, this term shall refer to the latest such Closing Date. 
  
 “Common Stock” means the common stock, par
value $.625 per share, of the Company. 
  
 “Commission” means the Securities and Exchange Commission. 
  
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 “Holder” means the record owner of
Registrable Securities. 
  
 “Holders of a
Majority of the Registrable Securities” means the Person or Persons who are the Holders of at least two-thirds of the Registrable Securities then outstanding. 
  
 “Person” means any natural person, corporation, trust, association, limited liability
company, partnership, joint venture or other entity and any government, governmental agency, instrumentality or political subdivision. 
  
 “Register”, “registered” and “registration” refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement. 
  
 “Registrable Securities” means the Shares and any shares of capital stock issued or
issuable from time to time as a dividend or other distribution with respect to, or in exchange for or in replacement of, the Shares if and so long as (i) they have not been sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction; or (ii) they have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions
and restrictive legends with respect to such Shares are removed upon the consummation of such sale; or (iii) they could not be sold without registration and without limitation as to volume or manner of sale by any Holder thereof pursuant to Rule 144
promulgated under the Securities Act. 
  
 “Securities Act” means the Securities Act of 1933, as amended. 
  
 “Shares” means the shares of Common Stock sold and issued to the Investors pursuant to the Subscription Agreement.

  
 “Subscription Agreement”
means one or more Subscription Agreements of even date herewith between the Company and each Investor relating to the purchase and sale of the Shares. 
  
 2.  Required Registration 
  
 (a)  Subject to the receipt of all necessary information from the Investors, the Company shall use commercially reasonable efforts to prepare
and file a registration statement on Form S-3 under the Securities Act covering the Registrable Securities (the “Registration Statement”), on or before the date that is thirty (30) days 








 
after the Closing Date (the “Filing Date”), and shall use its commercially reasonable efforts to cause such Registration Statement to become
effective as soon as practicable after filing, and in any event no later than December 31, 2003 (the “Effectiveness Date”); provided, however, that if the Company receives notification from the SEC that the Registration Statement
will receive no action or review from the SEC, then the Company will, subject to its rights under Section 2(d) below, cause the Registration Statement to become effective within five business days after such SEC notification. Notwithstanding the
foregoing, if Form S-3 is not available, then the Company will file a Registration Statement on such form as is then available to effect a registration of the Registrable Securities, subject to the consent of the Holders, which consent will not be
unreasonably withheld or delayed. 
  
 (b)  The Company
shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement under the Securities Act until the earliest of (i) the date that is two years after the Closing Date, and (ii) the date on which all of the
Registrable Securities have been sold pursuant to the Registration Statement or no longer constitute Registrable Securities (the “Registration Period”). 
  
 (c)  Notwithstanding the foregoing, if the Company is engaged in any activity or transaction or preparations or
negotiations for any activity or transaction that the Company desires to keep confidential for business reasons and the Company determines in good faith that the public disclosure requirements imposed on the Company under the Securities Act in
connection with a registration hereunder would require disclosure of such activity, transaction, preparation or negotiations and that such disclosure would be seriously detrimental to the Company, the Company shall have the right, by written notice
to the Holders, (A) to withdraw a registration statement after filing and after such notice, but prior to the effectiveness thereof, or (B) suspend the effectiveness thereof for a period not to exceed 90 days; provided that such right may not
be exercised more than once in any twelve-month period. 
  
 3.  Piggy-back Registration 
  
 (a)  If, at any time prior to the expiration of the Registration Period a Registration Statement is not effective with respect to all of the Shares, each time the Company determines to file a registration statement under the
Securities Act (other than pursuant to Section 2 hereof and other than a registration statement on Form S-4 or Form S-8 or a registration statement on Form S-1 covering solely an employee benefit plan) in connection with the proposed offer and sale
for money of any of its securities, either for its own account or on behalf of any other security holder, it will give prompt written notice of its determination to all Holders of Registrable Securities. Upon the written request of a Holder of
Registrable Securities given within 20 days after the receipt of such written notice, the Company will use commercially reasonable efforts to cause all such Registrable Securities, the Holders of which have so requested registration, to be included
in such registration statement and registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered. 
  
 (b)  If the registration of which the Company gives written notice
pursuant to Section 3(a) is for a public offering involving an underwriting, the Company will so advise the Holders as a part of its written notice. In such event, the right of any Holder to registration pursuant to this Section 3 is conditioned
upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through
such underwriting shall enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company, along with the Company and the other holders distributing their securities through such underwriting;
provided that such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the Registrable Securities requesting to be included in such registration. 
  
 (c)  Notwithstanding any other provision of this Section 3, if the
managing underwriter of an underwritten distribution advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of shares of Registrable Securities and
the other securities 

  

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requested to be registered exceeds the number of shares of Registrable Securities and other securities which can be sold in such offering, then (i) the
number of shares of Registrable Securities and other securities so requested to be included in the offering will be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering (except
for shares to be issued by the Company in an offering initiated by the Company, which will have priority over the shares of Registrable Securities), and (ii), subject to existing priority rights of the holders of such other securities, such reduced
number of shares will be allocated among all participating Holders of Registrable Securities and the holders of other securities in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities and other
securities held by such Holders and other holders at the time of filing the registration statement in relation to the total number of shares of Common Stock outstanding on a fully diluted basis. All Registrable Securities which are excluded from the
underwriting by reason of the underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included will not be included in such registration and will be withheld from the market by the Holders
thereof for a period, not to exceed 180 days, which the managing underwriter reasonably determines is necessary to effect the underwritten public offering. 
  
 4.  Registration Procedures.    If and whenever the Company is required by the provisions of Section 2 or 3 hereof to
effect the registration of Registrable Securities under the Securities Act, the Company will: 
  
 (a)  In accordance with the Securities Act and all applicable rules and regulations thereunder, prepare and file with the
Commission a registration statement with respect to such securities and use its commercially reasonable efforts to cause such registration statement to become effective, and use its commercially reasonable efforts to cause such registration
statement to remain effective (including preparing and filing with the Commission such amendments and supplements to such registration statement and the prospectus contained therein as may be necessary to keep such registration statement effective)
until the securities covered by such registration statement have been sold or as otherwise set forth in Section 2; 
  
 (b)  If the offering is to be underwritten in whole or in part, enter into a customary written underwriting agreement in form
and substance reasonably satisfactory to the managing underwriter of the public offering, the Company and the Holders of a Majority of the Registrable Securities participating in such offering; 
  
 (c)  Furnish to the Holders participating in such
registration and to the underwriters of the securities being registered such number of copies of the registration statement and each amendment and supplement thereto, preliminary prospectus, final prospectus and such other documents as such
underwriters and Holders may reasonably request in order to facilitate the public offering of such securities; provided, however, that the obligation of the Company to deliver copies of prospectuses or preliminary prospectuses to any Holder
shall be subject to the receipt by the Company of reasonable assurances from such Holder that the Holder will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in
connection with any use of such prospectuses or preliminary prospectuses; 
  
 (d)  Use its commercially reasonable efforts to register or qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such
participating Holders and underwriters may reasonably request within ten days prior to the original filing of such registration statement, except that the Company will not for any purpose be required to execute a general consent to service of
process or to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified; 
  
 (e)  Notify the Holders participating in such registration, promptly after it receives notice thereof, of the date and time when
such registration statement and each post-effective amendment thereto has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; 
  
 (f)  Notify such Holders promptly of any request by the Commission for the amending or
supplementing of such registration statement or prospectus or for additional information; 
  
 (g)  Prepare and file with the Commission, promptly upon the request of any such Holders, any amendments or supplements to such
registration statement or prospectus which, in the written opinion of 

  

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counsel for such Holders, which opinion shall be reasonably acceptable to counsel for the Company, is required under the Securities Act or the rules and
regulations of the Commission thereunder in connection with the distribution of the Registrable Securities by such Holders; 
  
 (h)  Prepare and file promptly with the Commission, and promptly notify such Holders of the filing of, such amendments or
supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has
occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading; 
  
 (i)  Advise such Holders, promptly after it receives notice or obtains knowledge thereof, of the issuance of any stop order by
the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued; and 
  
 (j)  At the request of any Holder of Registrable Securities covered by such registration statement, furnish to such Holder on the effective date of the registration statement or, if such registration
includes an underwritten public offering, at the closing provided for in the underwriting agreement, an opinion dated such date of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and
to the Holder or Holders making such request, covering such matters with respect to the registration statement, the prospectus and each amendment or supplement thereto, proceedings under state and federal securities laws, other matters relating to
the Company, the securities being registered and the offer and sale of such securities as are customarily the subject of opinions of issuer’s counsel provided to underwriters in underwritten public offerings, provided, however, that such
opinion shall be no more extensive than the opinion provided as Appendix B to the Subscription Agreement. 
  
 (k)  Provide a transfer agent and registrar, which may be a single entity, for the Registrable Securities not later than the
Effectiveness Date. 
  
 5.  Accuracy of Registration
Statement.    Subject to the Company’s rights under Section 10, any Registration Statement (including any amendments or supplements thereto and prospectuses contained therein) filed by the Company covering Registrable
Securities will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.
Subject to the limitations set forth in Section 10, the Company will prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the
Registration Statement as may be necessary to permit sales pursuant to the Registration Statement at all times during the Registration Period, and, during such period, will comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities of the Company covered by the Registration Statement until the termination of the Registration Period, or if earlier, until such time as all of such Registrable Securities have been disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set forth in the Registration Statement. 
  
 6.  Additional Obligations of the Company 
  
 6.1  Review by Investors.    The Company will permit Manatt, Phelps & Phillips LLP, to review the Registration
Statement and all amendments and supplements thereto (as well as all requests for acceleration or effectiveness thereof) a reasonable period of time prior to their filing with the SEC, and will not file any document in a form to which such counsel
reasonably objects, unless otherwise required by law in the opinion of the Company’s counsel. The sections of any such Registration Statement including information with respect to the Investors, the Investors’ beneficial ownership of
securities of the Company or the Investors’ intended method of disposition of Registrable Securities must conform to the information provided to the Company by each of the Investors. 
  

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 6.2  Expenses.    With respect to the registration effected pursuant
to Section 2 hereof, the Company will bear all fees, costs and expenses of and incidental to such registration and the public offering in connection therewith; provided, however, that the Company shall not be liable for any underwriting
discounts and commissions, which in all cases shall be borne by the Holders. Such fees, costs and expenses of registration to be borne as provided in the preceding sentence, include, without limitation, all registration, filing and NASD fees,
printing expenses, fees and disbursements of counsel and accountants for the Company, all expenses of complying with state securities or blue sky laws of any jurisdictions in which the securities to be offered are to be registered or qualified and
reasonable fees and disbursements (not to exceed $15,000) of one firm of counsel for all selling security holders, selected by the Holders of a Majority of the Registrable Securities to be included in such registration, and reasonably acceptable to
the Company. 
  
 6.3  Due
Diligence.    The Company will make available for inspection by any Investor whose Registrable Securities are being sold pursuant to a Registration Statement and one firm of attorneys retained by the Investors (collectively,
the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”), as each Inspector reasonably deems necessary to enable the
Inspector to exercise its due diligence responsibility. The Company will cause its officers, directors and employees to supply all information that any Inspector may reasonably request for purposes of performing such due diligence. Each Inspector
will hold in confidence, and will not make any disclosure of, any Records or other information that the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (i) the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in any Registration Statement, (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court or government body of competent jurisdiction, or (iii)
the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement. 
  
 7.  Indemnification 
  
 (a)  The Company agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement
pursuant to the provisions of this Agreement and each of such Holder’s officers, directors, partners, legal counsel and accountants, and each Person who controls such Holder within the meaning of the Securities Act and any underwriter (as
defined in the Securities Act) for such Holder, and any Person who controls such underwriter within the meaning of the Securities Act, from and against, and to reimburse such Holder, its officers, directors, partners, legal counsel, accountants and
controlling Persons and each such underwriter and controlling Person of such underwriter with respect to, any and all claims, actions (actual or threatened), demands, losses, damages, liabilities, costs and expenses to which such Holder, its
officers, directors, partners, legal counsel, accountants or controlling Persons or any such underwriter or controlling Person of such underwriter may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands,
losses, damages, liabilities, costs or expenses arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus contained therein, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances in which
they were made; provided, however, that the Company will not be liable in any such case to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity with written information furnished by such Holder, such underwriter or such controlling Person specifically for use in the preparation thereof. 
  
 (b)  Each Holder of shares of Registrable Securities that are
included in a registration statement pursuant to the provisions of this Agreement agrees, severally and not jointly, to indemnify and hold harmless the Company, its officers, directors, legal counsel and accountants, any underwriter and each Person
who controls the Company or any underwriter within the meaning of the Securities Act, from and against, and agrees to reimburse the Company, its officers, directors, legal counsel, accountants and controlling Persons, any underwriter with respect


  

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to, any and all claims, actions, demands, losses, damages, liabilities, costs or expenses to which the Company, its officers, directors, legal counsel,
accountants, such controlling Persons, or any underwriter may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue
statement of any material fact contained in such registration statement, any prospectus contained therein or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was so made in reliance upon and in conformity with written information furnished by such Holder specifically for use in the preparation thereof. Notwithstanding the foregoing, no Holder of Registrable Securities will be
obligated hereunder to pay more than the net proceeds realized by it upon its sale of Registrable Securities included in such registration statement. 
  
 (c)  Promptly after receipt by a party indemnified pursuant to the provisions of subsection (a) or (b) of this Section of notice of the
commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim therefor is to be made against the indemnifying party pursuant to the provisions of subsection (a) or (b), notify
the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Section and will not relieve the
indemnifying party from liability under this Section 6 unless such indemnifying party is prejudiced by such omission. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying parties similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified
party; provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party reasonably concludes that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties will have the right to select separate counsel (in which case the indemnifying party will not have the
right to direct the defense of such action on behalf of the indemnified party or parties). Upon the permitted assumption by the indemnifying party of the defense of such action, and approval by the indemnified party of counsel, the indemnifying
party will not be liable to the indemnified party under subsection (a) or (b) for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof (other than reasonable costs of investigation) unless
(i) the indemnified party has employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the indemnifying party has employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time, (iii) the indemnifying party and its counsel fail actively and vigorously to pursue the defense of the action or (iv) the indemnifying party authorizes the employment of
counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will be liable to an indemnified party for any settlement of any action or claim without the consent of the indemnifying party, and no indemnifying
party may unreasonably withhold its consent to any such settlement. No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or
plaintiff to the indemnified party of a release from all liability with respect to such claim or litigation. 
  
 (d)  If the indemnification provided for in subsection (a) or (b) of this Section is held by a court of competent jurisdiction to be unavailable
to a party to be indemnified with respect to any claims, actions, demands, losses, damages, liabilities, costs or expenses referred to therein, then each indemnifying party under any such subsection, in lieu of indemnifying such indemnified party
thereunder, agrees to contribute to the amount paid or payable by such indemnified party as a result of such claims, actions, demands, losses, damages, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such claims, actions, demands, losses, damages, liabilities, costs or expenses, as well as any other
relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party 

  

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will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
Notwithstanding the foregoing, the amount any Holder of Registrable Securities will be obligated to contribute pursuant to this subsection will be limited to an amount equal to the per share public offering price (less any underwriting discount and
commissions) multiplied by the number of shares of Registrable Securities sold by such Holder pursuant to the registration statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which such Holder has
otherwise been required to pay in respect of such claim, action, demand, loss, damage, liability, cost or expense or any substantially similar claim, action, demand, loss, damage, liability, cost or expense arising from the sale of such Registrable
Securities). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution hereunder from any person who was not guilty of such fraudulent misrepresentation. 

 
 8.  Reporting Requirements Under Exchange
Act.    The Company will maintain the effectiveness of its registration under Section 12 of the Exchange Act and file timely (whether or not it is then required to do so) such information, documents and reports as the
Commission may require or prescribe under Section 15(d) of the Exchange Act. The Company will, forthwith upon written request, furnish to any Holder of Registrable Securities a written statement by the Company that it has complied with such
reporting requirements. In addition, the Company will take such other measures and file such other information, documents and reports, as may be required of it hereafter by the Commission as a condition to the availability of Rule 144 under the
Securities Act (or any similar exemptive provision hereafter in effect). 
  
 9.  Holder Information.    The rights of each Holder of Registrable Securities to participate in any registration is to be effected pursuant to this Agreement is subject to such
Holder furnishing the Company with such information with respect to such Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request and as may be required by law or by the Commission in
connection therewith, and each Holder of Registrable Securities as to which any registration is to be effected pursuant to this Agreement shall furnish the Company with such information. 
  
 10.  Suspension of Sales.    Upon receipt of written notice from the Company that a
registration statement or prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading (a “Misstatement”), each
Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until such Holder has received copies of the supplemented or amended prospectus that corrects such Misstatement, or until such Holder is advised in
writing by the Company that the use of the prospectus may be resumed, and, if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such
Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. 
  
 11.  Forms.    All references in this Agreement to particular forms of registration statements are intended to
include, and will be deemed to include, references to all successor forms which are intended to replace, or to apply to similar transactions as, the forms herein referenced. 
  
 12.  Miscellaneous 
  

12.1  Waivers and Amendments.    With the written consent of the Holders of a Majority of the Registrable
Securities, the obligations of the Company and the rights of the Holders under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or
indefinitely), and with the same consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of any supplemental
agreement or modifying in any manner the rights and obligations hereunder of 

  

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the Holders and the Company; provided, however, that no such waiver or supplemental agreement may reduce the aforesaid proportion of Registrable
Securities, the Holders of which are required to consent to any waiver or supplemental agreement, without the consent of the Holders of all the Registrable Securities; and provided further that any such waiver amendment or supplement that
applies only to a particular registration shall require only the written consent of the Holders of a Majority of the Registrable Securities included in such registration. Upon the effectuation of each such waiver, consent or agreement of amendment
or modification, the Company will give prompt written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing. Neither this Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought, except to the extent provided in this Section 12.1.
Specifically, but without limiting the generality of the foregoing, the failure of any Investor at any time or times to require performance of any provision hereof by the Company will not affect the right of any Investor at a later time to enforce
the same. No waiver by any party of the breach of any term or provision contained in this Agreement, in any one or more instances, will be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of
any other term or covenant contained in this Agreement. 
  
 12.2  Effect of Waiver or Amendment.    Each Investor acknowledges that by operation of Section 12.2 the Holders of a Majority of the Registrable Securities will, subject to the limitations contained in
Section 12.2, have the right and power to diminish or eliminate certain rights of such Investor under this Agreement. 
  
 12.3  Rights of Investors Inter Se.    Each Investor has the absolute right to exercise or refrain from exercising
any right or rights which such Investor may have by reason of this Agreement or any Registrable Security, including, without limitation, the right to consent to the waiver of any obligation of the Company under this Agreement and to enter into an
agreement with the Company for the purpose of modifying this Agreement or any agreement effecting any such modification, and such Investor will not incur any liability to any other Investor or Investors with respect to exercising or refraining from
exercising any such right or rights. 
  
 12.4  Notices.    All notices, requests, consents and other communications required or permitted hereunder will be in writing and will be delivered, or mailed first class postage prepaid, registered or
certified mail, 
  
 (a)  If to any
Investor, addressed to such Investor at its address shown on Annex A hereto, or at such other address as such Investor may specify by written notice to the Company; or 
  
 (b)  If to the Company, at 900 Canterbury Place, Suite 300, Escondido, California 92025, or at
such other address as the Company may specify by written notice to the Investors; 
  
 and each such notice, request, consent and other communication will for all purposes of this Agreement be treated as being effective or having been given when delivered, if delivered personally, or, if sent by mail, at the earlier of its
actual receipt or three days after the same has been deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and postage prepaid as aforesaid. 
  
 12.5  Severability.    Should any one or more of the provisions of this Agreement or of
any agreement entered into pursuant to this Agreement be determined to be illegal or unenforceable, it is the intention of the parties hereto that all other provisions of this Agreement and of each other agreement entered into pursuant to this
Agreement should be given effect separately from the provision or provisions determined to be illegal or unenforceable and not be affected thereby. 
  
 12.6  Parties in Interest.    All the terms and provisions of this Agreement will be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the parties hereto, whether so expressed or not and, in particular, will inure to the benefit of and be enforceable by the Holder or Holders at the time of any registration of
Registrable Securities. Subject to the immediately preceding sentence, this Agreement will not run to the benefit of or be enforceable by any Person other than a party to this Agreement and its successors and assigns. 
  

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 12.7  Headings.    The headings of the sections, subsections and
paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement. 
  
 12.8  Entire Agreement.    This Agreement constitutes the entire understanding of the parties hereto and supersedes
all prior understanding among such parties. 
  
 12.9  Choice of Law.    This Agreement and any and all matters related to or arising under this Agreement shall be governed by the internal laws of the State of California, regardless of any provisions
on choice of or conflicts of law. 
  
 12.10  Counterparts.    This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same
document. All such counterparts will be deemed an original, will be construed together and will constitute one and the same instrument. 
  
 12.11  Assignment of Registration Rights.    The rights of the Investors hereunder, including the right to have the
Company register Registrable Securities pursuant to this Agreement, will be automatically assigned by the Investors to transferees or assignees of all or any portion of the Registrable Securities, but only if (a) the Investor agrees in writing with
the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with
written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being transferred or assigned (c) after such transfer or assignment the further disposition of such
securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, (d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence, the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions contained herein, and (e) the transferee is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act.

  
 (Signature page follows) 
  

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 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed personally or by
a duly authorized representative thereof as of the day and year first above written. 
  

	COMMUNITY BANCORP INC.
	
	 By:                                      
                                        
                  

	 	 	 Thomas Swanson
 Chief Executive
Officer

	
	                                       
                                        
                         
 [Print Name of Investor]

	
	 By:                                      
                                        
                  

	 Name:                                     
                                        
             
 Title:                                     
                                        
               



  

 10 








 ANNEX A 
  
 INVESTORS 
  

	 Name and Address

	  	Number
of
Shares