Exhibit 4.1


 


CERTIFICATE OF DETERMINATION


OF


6% MANDATORY CONVERTIBLE CUMULATIVE


PREFERRED STOCK, SERIES A


OF


COMMUNITY VALLEY BANCORP


 


Pursuant to Section 401 of
the Corporations Code of the State of California:


 


We, Gayle J. Lee, Vice
President, and John F. Coger, Chief Financial Officer of Community Valley
Bancorp, organized under the laws of the State of California (hereinafter
called the “Corporation”), do hereby certify as follows:


 


1.                                       On December 8,
2009, the Board of Directors of the Corporation adopted a resolution
designating 240,000 shares of Preferred Stock as “6% Mandatory Convertible
Cumulative Preferred Stock, Series A.”


 


2.                                       No shares of 6%
Mandatory Convertible Cumulative Preferred Stock, Series A have been
issued.


 


3.                                       Pursuant to the
authority conferred upon the Board of Directors by the Articles of
Incorporation of the Corporation, the following resolution was duly adopted by
the Board of Directors on December 8, 2009 creating the series of
Preferred Stock designated as “6% Mandatory Convertible Cumulative Preferred
Stock, Series A”:


 


WHEREAS, the Articles of Incorporation of the Corporation provide for a
class of shares known as Preferred Stock, issuable from time to time in one or
more series; and


 


WHEREAS, the Board of Directors of the Corporation is authorized to
determine or alter the voting power, preferences, limitations, restrictions and
relative rights granted to or imposed upon any wholly unissued series of
Preferred Stock, to fix the number of shares constituting any such series, and
to determine the designation thereof, or any of them; and


 


WHEREAS, the Board of Directors of the Corporation desires, pursuant to
its authority as aforesaid, to determine and fix the voting power, preferences,
limitations, restrictions and relative rights relating to, the 6% Mandatory
Convertible Cumulative Preferred Stock, Series A and the number of shares
constituting and the designation of said series;


 


NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixes
and determines the designation of, the number of shares constituting, and the
voting power, preferences, limitations, restrictions and relative rights
relating to the 6% Mandatory Convertible Cumulative Preferred Stock, Series A
as follows:


 

















 


(a)            Name.  The initial series of shares of Preferred
Stock shall be designated the “6% Mandatory Convertible Cumulative Preferred
Stock, Series A,” shall consist of 240,000 shares and shall be offered at
$5.00 per share.


 


(b)           Voting Rights.


 


(1)            General.  The holders of 6% Mandatory Convertible
Cumulative Preferred Stock, Series A shall be entitled to vote, in person
or by proxy, at a special or annual meeting of shareholders on all matters
entitled to be voted on by holders of shares of Common Stock voting together as
a single class with shareholders of Common Stock (and with other shares
entitled to vote thereon), including, without limitation, the election of all
of the directors of the Corporation.


 


(2)            6% Mandatory
Convertible Cumulative Preferred Stock, Series A Actions.  At any meeting of the holders of shares of 6%
Mandatory Convertible Cumulative Preferred Stock, Series A held for the
purpose of voting upon any resolutions requiring the approval of the holders of
shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A, voting
as a separate class or series, the presence in person or by proxy of the
holders of a majority of the shares of 6% Mandatory Convertible Cumulative
Preferred Stock, Series A then outstanding shall constitute a quorum of
the 6% Mandatory Convertible Cumulative Preferred Stock, Series A; the
holders of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
shall be entitled to cast one vote per share of 6% Mandatory Convertible
Cumulative Preferred Stock, Series A; and such resolution shall be deemed
approved upon the affirmative vote of the holders of a majority of the
outstanding shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
present in person or represented by proxy at such meeting.


 


(3)            Action Without a
Meeting.  Any action required by the
California Corporations Code to be taken at any annual or special meeting of
holders of 6% Mandatory Convertible Cumulative Preferred Stock, Series A,
voting as a separate class or series, may be taken without a meeting, without
prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding shares
of 6% Mandatory Convertible Cumulative Preferred Stock, Series A having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting of the holders of 6% Mandatory Convertible
Cumulative Preferred Stock, Series A at which all shares entitled to vote
thereon are present and voted and shall be delivered (by hand, facsimile, U.S.
Postal Service or overnight delivery service) to the Corporation by delivery to
its registered office in the State of California, its principal place of
business, or any officer or agent of the Corporation having custody of the book
in which proceedings of meetings of the holders of 6% Mandatory Convertible
Cumulative Preferred Stock, Series A are recorded.


 


Every written consent shall bear the date of signature of each holder of
6% Mandatory Convertible Cumulative Preferred Stock, Series A who signs
the consent.  Prompt notice of the taking
of the corporate action without a meeting by less than unanimous written
consent shall, to the extent, required by applicable law, be given to those
holders of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
who


 


2

















 


have
not consented in writing, and who, if the action had been taken at a meeting,
would have been entitled to notice of the meeting if the record date for such
meeting had been the date that written consents signed by a sufficient number
of holders to take the action were delivered to the Corporation.


 


(4)            Major Actions.  Notwithstanding anything to the contrary set
forth in the Articles of Incorporation, as amended or the Bylaws, as amended of
the Corporation, the affirmative vote of the holders of a majority of the
outstanding shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
acting in accordance with paragraph (b)(2) or (b)(3), voting as a separate
class, shall be a prerequisite to:


 


(i)             any amendment to,
restatement of or waiver of the terms of the 6% Mandatory Convertible
Cumulative Preferred Stock, Series A;


 


(ii)            the redemption of
any stock that is junior in ranking to the 6% Mandatory Convertible Cumulative
Preferred Stock, Series A;


 


(iii)           until the payment
of all dividends required to be paid as set forth in paragraph (c), any payment
upon liquidation, any distribution or payment of dividend (other than a stock
dividend paid with stock ranking junior to the 6% Mandatory Convertible
Cumulative Preferred Stock, Series A) or other distribution to any stock
ranking junior to the 6% Mandatory Convertible Cumulative Preferred Stock, Series A;
and


 


(iv)           any amendment to
this paragraph b(4).


 


(c)            Dividends.  The holders of the 6% Mandatory Convertible
Cumulative Preferred Stock, Series A shall be entitled to receive
dividends, semi-annually at the rate of 6% per annum of $5.00 ($0.15 per
dividend payment) per share, payable on June 15 and December 15 of
each year.  Dividends on the 6% Mandatory
Convertible Cumulative Preferred Stock, Series A shall (i) accrue on
each such share from the date of its original issuance and shall accrue day to
day, whether or not declared; (ii) be payable before any dividends on the
Corporation’s Common Stock are paid or declared and set apart; and (iii) be
cumulative, so that if dividends required to be paid under this clause on the
outstanding 6% Mandatory Convertible Cumulative Preferred Stock, Series A
have not been paid or set apart for any year or years after the date of
issuance of the 6% Mandatory Convertible Cumulative Preferred Stock, Series A,
the amounts of the deficiency shall be first fully paid or declared and set
apart for payment, but without interest, before any distribution, by dividend
or otherwise, payable other than in shares of the Corporation’s Common Stock,
is declared, paid on, or set apart for the shares of the Corporation’s Common
Stock.  “Distribution” in this paragraph (c) means
the transfer of cash or property without consideration, whether by way of
dividend or otherwise (except a dividend in shares of the Corporation which are
junior to the 6% Mandatory Convertible Cumulative Preferred Stock, Series A
as to dividends or assets) including any such transfer by a subsidiary of the
Corporation.  The time of any
distribution by way of dividend shall be the date of declaration thereof.  The payment of dividends on the 6% Mandatory
Convertible Cumulative Preferred Stock, Series A shall be made only after
all dividends have been paid or set apart for payment on any of the shares of
the Corporation’s Preferred Stock that have a dividend rights preference over
the 6% Mandatory Convertible Cumulative Preferred Stock, Series A.


 


3

















 


(d)           Conversion
Rights.  The shares of 6% Mandatory
Convertible Cumulative Preferred Stock, Series A shall have the following
rights of conversion.


 


(1)            Optional
Conversion.  Six months after the date of
issuance of the shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A,
any holder of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
shall have the right, at its option, provided that notice of conversion is
given by the holder of shares of 6% Mandatory Convertible Cumulative Preferred
Stock, Series A at least three business days prior to a conversion date (“Conversion
Date”) to convert, subject to the terms and provisions of this paragraph (d),
any or all of such holder’s shares of 6% Mandatory Convertible Cumulative
Preferred Stock, Series A into such number of fully paid and nonassessable
shares of the Corporation’s Common Stock as is equal to the product of (i) the
number of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
being so converted multiplied by (ii) the quotient (“Conversion Rate”) of (x) the
sum of $5.00 plus any unpaid dividends on the 6% Mandatory Convertible
Cumulative Preferred Stock, Series A after issuance divided by (y) $2.00
(subject to adjustment as provided in paragraph (d)(4) below).  The “Conversion Date” shall mean the first
business day on or after June 15, or December 15 in any calendar
year, at which time the Preferred Shares are effectively converted into shares
of the Corporation’s Common Stock.  Such
conversion right shall be exercised by the surrender of certificate(s) representing
the shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
to be converted to the Corporation at any time during usual business hours at
its principal place of business maintained by it (or such other office or
agency of the Corporation as the Corporation may designate by notice in writing
to the holders of shares of 6% Mandatory Convertible Cumulative Preferred
Stock, Series A), accompanied by written notice that the holder elects to
convert such shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
and specifying the name or names (with address) in which a certificate or
certificates for shares of the Corporation’s Common Stock are to be issued and
(if so required by the Corporation) by a written instrument or instruments of
transfer in form reasonably satisfactory to the Corporation duly executed by
the holder or its duly authorized legal representative and transfer tax stamps
or funds therefor, if required pursuant to paragraph (d)(9) below.  All certificates representing shares of 6%
Mandatory Convertible Cumulative Preferred Stock, Series A surrendered for
conversion shall be delivered to the Corporation for cancellation and canceled
by it.  As promptly as practicable after
the applicable Conversion Date, the Corporation shall (subject to compliance
with the applicable provisions of federal and state securities laws) deliver to
the holder of such shares so surrendered certificate(s) representing the
number of fully paid and nonassessable whole shares of the Corporation’s Common
Stock into which such shares are entitled to be converted and cash in lieu of
any fractional share.  At the time of the
surrender of such certificate(s), the person or entity in whose name any
certificate(s) for shares of Common Stock shall be issuable upon such
conversion shall be deemed to be the holder of record of such shares of Common
Stock on such date, notwithstanding that the share register of the Corporation
shall then be closed or that the certificates representing such Common Stock of
the Corporation shall not then be actually delivered to such person or entity.


 


4

















 


(2)            Termination of
Rights.  On the date of such optional
conversion pursuant to paragraph (d)(1) above all rights with respect to
the shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
so converted, including the rights, if any, to receive notices and vote, shall
terminate, except only the rights of holders thereof to (i) receive
certificates for the number of shares of the Corporation’s Common Stock into
which such shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
have been converted and (ii) exercise the rights to which they are
entitled as holders of the Corporation’s Common Stock.


 


(3)            Mandatory
Conversion.  Any shares of 6% Mandatory
Convertible Cumulative Preferred Stock, Series A that are outstanding on December 31,
2011 shall be mandatorily converted into such number of fully paid and
nonassessable shares of the Corporation’s Common Stock as is equal to the
product of (i) the number of shares of 6% Mandatory Convertible Cumulative
Preferred Stock, Series A being so converted multiplied by (ii) the
quotient (“Conversion Rate”) of (x) the sum of $5.00 plus any unpaid
dividends on the 6% Mandatory Convertible Cumulative Preferred Stock, Series A
after issuance divided by (y) $2.00 (subject to adjustment as provided in
paragraph (d)(4) below).  Such
conversion shall be effected by the surrender by the respective holders of
certificate(s) representing the shares of 6% Mandatory Convertible
Cumulative Preferred Stock, Series A to be converted to the Corporation at
any time during usual business hours at its principal place of business
maintained by it (or such other office or agency of the Corporation as the
Corporation may designate by a letter of transmittal specifying the name or
names (with address) in which a certificate or certificates for shares of the
Corporation’s Common Stock are to be issued and (if so required by the
Corporation) by a written instrument or instruments of transfer in form
reasonably satisfactory to the Corporation duly executed by the holder or its
duly authorized legal representative and transfer tax stamps or funds therefor,
if required pursuant to paragraph (d)(9) below.  All certificates representing shares of 6%
Mandatory Convertible Cumulative Preferred Stock, Series A surrendered for
conversion shall be delivered to the Corporation for cancellation and canceled
by it.  As promptly as practicable after
the applicable Conversion Date, the Corporation shall (subject to compliance
with the applicable provisions of federal and state securities laws) deliver to
the holder of such shares so surrendered certificate(s) representing the
number of fully paid and nonassessable whole shares of the Corporation’s Common
Stock into which such shares are entitled to be converted and cash in lieu of
any fractional share.  At the time of the
surrender of such certificate(s), the person or entity in whose name any
certificate(s) for shares of Common Stock shall be issuable upon such
conversion shall be deemed to be the holder of record of such shares of Common
Stock on such date, notwithstanding that the share register of the Corporation
shall then be closed or that the certificates representing such Common Stock of
the Corporation shall not then be actually delivered to such person or
entity.  Also, upon such mandatory
conversion, all rights with respect to the shares of 6% Mandatory Convertible
Cumulative Preferred Stock, Series A so converted, including the rights,
if any, to receive notices and vote, shall terminate, except only the rights of
holders thereof to (i) receive certificates for the number of shares of
the Corporation’s Common Stock into which such shares of 6% Mandatory
Convertible Cumulative Preferred Stock, Series A have been converted and (ii) exercise
the rights to which they are entitled as holders of the Corporation’s Common
Stock.


 


5

















 


(4)            (A)          Dividend,
Subdivision, Combination or Reclassification of Common Stock.  In the event that the Corporation shall at
any time or from time to time, prior to conversion of shares of 6% Mandatory
Convertible Cumulative Preferred Stock, Series A (w) pay a dividend
or make a distribution on the outstanding shares of Common Stock payable in
capital stock of the Corporation, (x) subdivide the outstanding shares of
Common Stock into a larger number of shares, (y) combine the outstanding
shares of Common Stock into a smaller number of shares or (z) issue any
shares of its capital stock in a reclassification of the Common Stock (other
than any such event for which an adjustment is made pursuant to another clause
of this paragraph (d)(4)), then, and in each such case, the Conversion Rate in
effect immediately prior to such event shall be adjusted (and any other
appropriate actions shall be taken by the Corporation) so that the holder of
any share of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
thereafter surrendered for conversion shall be entitled to receive the number
of shares of Common Stock or other securities of the Corporation that such
holder would have owned or would have been entitled to receive upon or by
reason of any of the events described above, had such share of 6% Mandatory
Convertible Cumulative Preferred Stock, Series A been converted
immediately prior to the occurrence of such event.  An adjustment made pursuant to this paragraph
(d)(4)(A) shall become effective retroactively (x) in the case of any
such dividend or distribution, to a date immediately following the close of
business on the record date for the determination of holders of Common Stock
entitled to receive such dividend or distribution or (y) in the case of
any such subdivision, combination or reclassification, to the close of business
on the day upon which such corporate action becomes effective.


 


(B)            Certain
Distributions.  In case the Corporation
shall at any time or from time to time, prior to conversion of shares of 6%
Mandatory Convertible Cumulative Preferred Stock, Series A, distribute to
all holders of shares of the Common Stock (including any such distribution made
in connection with a merger or consolidation in which the Corporation is the
resulting or surviving entity and the Common Stock is not changed or exchanged)
cash, evidences of indebtedness of the Corporation or another issuer,
securities of the Corporation or another issuer or other assets (excluding cash
dividends in which holders of shares of 6% Mandatory Convertible Cumulative
Preferred Stock, Series A participate; dividends payable in shares of
Common Stock for which adjustment is made under another subparagraph of this
paragraph (d); or the issuance by another entity of capital stock in
consideration of an acquisition that also provides adequate consideration to
the holders of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
approved by the Board of Directors) or rights or warrants to subscribe for or
purchase of any of the foregoing, then, and in each such case, the Conversion
Rate then in effect shall be adjusted (and any other appropriate actions shall
be taken by the Corporation) by multiplying the Conversion Rate in effect
immediately prior to the date of such distribution by a fraction (x) the
denominator of which shall be the then current market price of the Common Stock
immediately prior to the date of distribution less the then fair market value
(as determined by the Board of Directors in the exercise of their fiduciary
duties) of the portion of the cash, evidences of indebtedness, securities or
other assets so distributed or of such rights or warrants


 


6

















 


applicable
to one share of Common Stock and (y) the numerator of which shall be the
then current market price of the Common Stock immediately prior to the date of
distribution (but such fraction shall not be applicable with respect to any
distribution of rights or warrants to subscribe for or purchase securities of
the Corporation if the holder of shares of 6% Mandatory Convertible Cumulative
Preferred Stock, Series A would otherwise be entitled to receive such
rights or warrants upon conversion at any time of shares of 6% Mandatory
Convertible Cumulative Preferred Stock, Series A into Common Stock.  Such adjustment shall be made whenever any
such distribution is made and shall become effective retroactively to a date
immediately following the close of business on the record date for the
determination of shareholders entitled to receive such distribution.


 


(C)            No Adjustment.  Notwithstanding anything herein to the
contrary, no adjustment under this paragraph (d)(4) need be made to the
Conversion Rate if the Corporation receives written notice from holders of a
majority of the outstanding shares of 6% Mandatory Convertible Cumulative
Preferred Stock, Series A that no such adjustment is required.


 


(5)            Abandonment.  If the Corporation shall take a record of the
holders of its Common Stock for the purpose of entitling them to receive a
dividend or other distribution, and shall thereafter and before the
distribution to shareholders thereof legally abandon its plan to pay or deliver
such dividend or distribution, then no adjustment in the Conversion Rate shall
be required by reason of the taking of such record.


 


(6)            Certificate as to
Adjustments.  Upon any adjustment in the
Conversion Rate, the Corporation shall maintain a detailed record of any and
all such adjustments setting forth in reasonable detail the event requiring the
adjustment and the method by which such adjustment was calculated and
specifying the increased or decreased Conversion Rate then in effect following
such adjustment.


 


(7)            Reorganization,
Reclassification.  In case of any merger
or consolidation of the Corporation or any capital reorganization,
reclassification or other change of outstanding shares of Common Stock (other
than a change in par value, or from par value to no par value, or from no par
value to par value) (each, a “Transaction”), the holder of each share of 6%
Mandatory Convertible Cumulative Preferred Stock, Series A shall have the
right to receive in such Transaction, in exchange for each share of 6%
Mandatory Convertible Cumulative Preferred Stock, Series A, a security
identical to (and not less favorable than) the 6% Mandatory Convertible
Cumulative Preferred Stock, Series A, and provision shall be made therefor
in the agreement, if any, relating to such Transaction.


 


(8)            Reservation of
Common Stock.  The Corporation shall at
all times reserve and keep available for issuance upon the conversion of shares
of 6% Mandatory Convertible Cumulative Preferred Stock, Series A, such
number of its authorized but unissued shares of Common Stock as will from time
to time be sufficient to permit the conversion of all outstanding shares of 6%
Mandatory Convertible Cumulative Preferred Stock, Series A, and shall take
all action to increase the authorized number of shares of Common Stock if at
any time there shall be insufficient authorized but unissued shares of Common
Stock to permit such reservation or to permit the conversion of all outstanding


 


7

















 


shares
of 6% Mandatory Convertible Cumulative Preferred Stock, Series A;
provided, that the holders of shares of 6% Mandatory Convertible Cumulative
Preferred Stock, Series A shall vote such shares in favor of any such
action that requires a vote of shareholders.


 


(9)            No Conversion Tax
or Charge.  The issuance or delivery of
certificates for Common Stock upon the conversion of shares of 6% Mandatory
Convertible Cumulative Preferred Stock, Series A shall be made without
charge to the converting holder of shares of 6% Mandatory Convertible
Cumulative Preferred Stock, Series A for such certificates or for any tax
in respect of the issuance or delivery of such certificates or the securities
represented thereby, and such certificates shall be issued or delivered in the
respective names of, or (subject to compliance with the applicable provisions
of federal and state securities laws) in such names as may be directed by, the
holders of the shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
converted; provided, however, that the Corporation shall not be required to pay
any tax which may be payable in respect of any transfer involved in the
issuance and delivery of any such certificate in a name other than that of the
holder of the shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
converted, and the Corporation shall not be required to issue or deliver such
certificate unless or until the person(s) or entity(ies) requesting the
issuance or delivery thereof shall have paid to the Corporation the amount of
such tax or shall have established to the reasonable satisfaction of the
Corporation that such tax has been paid.


 


(e)            Liquidation
Rights.  In the event of a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
shall be entitled to receive out of the assets of the Corporation, whether such
assets are capital or surplus of any nature, an amount equal to $5.00 per share
of 6% Mandatory Convertible Cumulative Preferred Stock, Series A and a
further amount equal to any dividends accrued and unpaid thereon, as provided
in paragraph (c) above, to the date that payment is made available to the
holders of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A,
whether declared or not, and no more, before any payment shall be made or any
assets distributed to the holders of shares of the Corporation’s Common Stock
or any of the shares of the Corporation’s Preferred Stock that have a
liquidation rights preference over the 6% Mandatory Convertible Cumulative
Preferred Stock, Series A..


 


If, upon such liquidation, dissolution or winding up, the assets thus
distributed among the holders of shares of 6% Mandatory Convertible Cumulative
Preferred Stock, Series A shall be insufficient to permit the payment to
such shareholders of the full preferential amounts aforesaid, then the entire
assets of the Corporation to be distributed shall be distributed ratably among
the holders of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A.


 


In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, subject to all of the preferential rights of the
holders of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A
and the preferential rights of holders any of the other shares of the
Corporation’s Preferred Stock on distribution or otherwise, the holders of
shares of the Corporation’s Common Stock shall be entitled to receive, ratably,
all remaining assets of the Corporation.


 


8

















 


A consolidation or merger of the Corporation with or into any other
corporation or corporations, or a sale of all or substantially all of the
assets of the Corporation, shall not be deemed to be a liquidation, dissolution
or winding up within the meaning of this paragraph (e).


 


(f)            Right of
Redemption.


 


(1)            The shares of the
6% Mandatory Convertible Cumulative Preferred Stock, Series A are not
redeemable at the option of the holder.


 


(2)            The shares of the
6% Mandatory Convertible Cumulative Preferred Stock, Series A are
redeemable at the option of the Corporation, subject to prior approval of the
Board of Governors of the Federal Reserve System, at a price of $5.25 per share
plus all outstanding and unpaid dividends with at least ten (10) days’
prior notice of redemption.


 


(g)           No Preemptive
Rights.  The shares of 6% Mandatory
Convertible Cumulative Preferred Stock, Series A shall not have any
preemptive rights.


 


RESOLVED FURTHER, that the Chairman of the Board, the President or any
Vice President, and the Secretary, the Chief Financial Officer, the Treasurer,
or any Assistant Secretary or Assistant Treasurer of the Corporation are each
authorized to execute, verify and file a Certificate of Determination in
accordance with California law.


 


4.                                       The authorized
number of shares of Preferred Stock of the Corporation is 10,000,000, and the
number of shares of Preferred Stock constituting the 6% Mandatory Convertible
Cumulative Preferred Stock, Series A, none of which has been issued, is
240,000.


 


We
further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.


 


	
  Date: December 22, 2009

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/: Gayle J Lee

  
	
   

  	
  Name:

  	
  Gayle J. Lee

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/: John F Coger

  
	
   

  	
  Name:

  	
  John F. Coger

  
	
   

  	
  Title:

  	
  EVP/Chief Financial Officer

  



 


9

















 


TRANSFER OF THIS CERTIFICATE


IS RESTRICTED.


SEE LEGEND ON REVERSE SIDE


 


	
  6% Mandatory Convertible

  	
   

  	
   

  
	
  Cumulative Preferred Stock,

  	
   

  	
   

  
	
  Series A

  	
   

  	
   

  
	
  $5.00 Liquidation Value

  	
   

  	
   

  



 


	
  Certificate

  	
   

  	
   

  	
  Shares

  
	
  Number

  	
   

  	
  COMMUNITY VALLEY BANCORP

  
					



 


THIS CERTIFIES THAT


 


	
  IS THE OWNER OF

  	
  **

  	
   

  	
  **

  



 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE 6% MANDATORY CONVERTIBLE
CUMULATIVE PREFERRED STOCK, SERIES A OF


 


Community Valley Bancorp
transferable in person or by duly authorized attorney upon surrender of this
certificate properly endorsed.  This
certificate and the shares represented hereby are subject to the provisions of
the Articles of Incorporation, all amendments thereto and the Bylaws of the
Corporation, and to the rights, preferences and voting powers of the Preferred
Stock of the Corporation now or hereafter outstanding; the terms of all such
provision, rights, preferences and voting powers in the Certificate of
Determination for the Corporation’s Preferred Stock Series A being
incorporated herein by reference.


 


IN WITNESS THEREOF, Community
Valley Bancorp has caused this certificate to be executed by signatures of its
duly authorized officers.


 


	
   

  	
   

  	
  DATED DECEMBER      , 2009

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  President

  	
   

  	
  Secretary

  



 


10

















 


COMMUNITY
VALLEY BANCORP


 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.


 


THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED
OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS.


 


THIS
INSTRUMENT IS ISSUED SUBJECT TO RIGHTS, PRIVILEGES, PREFERENCES AND
RESTRICTIONS IN THE CERTIFICATE OF DETERMINATION FILED WITH THE CALIFORNIA
SECRETARY OF STATE FOR THE COMPANY’S PREFERRED STOCK SERIES A.


 


The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


	
  TEN
  COM - as tenants in common

  	
  UNIF GIFT MIN ACT -                     
  Custodian                                      

  
	
   

  	
  (Cust)

  	
  (Minor)

  	
   

  
	
  TEN
  ENT - as tenants by the entireties

  	
   

  	
  under Uniform Gifts to Minors
  Act                    
  

  
	
   

  	
   

  	
  (State)

  	
   

  
	
  JT
  TEN        - as joint tenants with right
  of survivorship

  	
  UNIF TRF MIN ACT -                 
  Custodian (until age                     )

  
	
   

  	
  (Cust)

  
	
   

  	
   

  	
                        under Uniform
  Transfers to Minors Act                 
  

  
	
   

  	
   

  	
  (Minor)

  	
   

  	
  (State)

  	
   

  
											



 


Additional
abbreviations may also be used though not in the above list.


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


For
value received,                                          hereby
sell, assign and transfer unto


 


 


	
  (PLEASE PRINT OR TYPEWRITE
  NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  shares 

  
	
  of the capital stock
  represented by the within Certificate, and do hereby irrevocably constitute
  and appoint

  	
   

  
	
   

  	
  Attorney

  
	
  to transfer the said stock on
  the books of the within named Corporation with full power of substitution in
  the premises.

  	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  	
  20

  	
   

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
	
   

  	
  Notice:

  	
  The signature to this
  assignment must correspond with the name

  
	
   

  	
   

  	
  as written upon the face of
  the certificate, in every particular,

  
	
   

  	
   

  	
  without alteration or
  enlargement, or any change whatever.

  
												



 


	
  Signature(s) Guaranteed:
  Medallion Guarantee Stamp

  	
   

  
	
  THE SIGNATURE(S) SHOULD
  BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers,
  Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN
  APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE
  17Ad-15.