exhibit41_feb20-09.htm


    
      
        

        

      

       

       WARRANT
TO PURCHASE PREFERRED
STOCK                                                                          

      


    

     

    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, 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 THE RESTRICTIONS ON TRANSFER AND
OTHER PROVISIONS OF A SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE
SECURITIES AND THE INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH
THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT. ANY SALE OR
OTHER TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID.

     

                                   
WARRANT

     

    
      	
               
      

            	
              to
      purchase 433.00433

            


    

     

    
      	
               
      

            	
              Shares
      of Preferred Stock

            


    

     

        
of Sonoma Valley Bancorp

     

    Issue
Date:  February 20,
2009

     

    1.  Definitions. Unless
the context otherwise requires, when used herein the following terms shall have
the meanings indicated.

     

    “Board of Directors” means
the board of directors of the Company, including any duly authorized committee
thereof.

     

    “business day” means any day
except Saturday, Sunday and any day on which banking institutions in the State
of New York generally are authorized or required by law or other governmental
actions to close.

     

    “Charter” means, with respect
to any Person, its certificate or articles of incorporation, articles of
association, or similar organizational document.

     

    “Company” means the Person
whose name, corporate or other organizational form and jurisdiction of
organization is set forth in Item 1 of Schedule A hereto.



    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

    

    “Exchange Act” means the
Securities Exchange Act of 1934, as amended, or any successor statute, and the
rules and regulations promulgated thereunder.

     

    “Exercise Price” means the
amount set forth in Item 2 of Schedule A hereto. “Expiration Time” has the
meaning set forth in Section 3.

    “Issue Date” means the date
set forth in Item 3 of Schedule A hereto.

    “Liquidation Amount” means
the amount set forth in Item 4 of Schedule A hereto.

    “Original Warrantholder”
means the United States Department of the Treasury. Any actions specified
to be taken by the Original Warrantholder hereunder may only be taken by such
Person and not by any other Warrantholder.

     

    “Person”  has the
meaning given to it in Section 3(a)(9) of the Exchange Act and as used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act.

     

    “Preferred Stock” means the
series of perpetual preferred stock set forth in Item 5 of Schedule A
hereto.

     

    “Purchase Agreement” means
the Securities Purchase Agreement – Standard Terms incorporated into the Letter
Agreement, dated as of the date set forth in Item 6 of Schedule A hereto, as
amended from time to time, between the Company and the United States Department
of the Treasury (the “Letter
Agreement”), including all annexes and schedules thereto.

     

    “Regulatory Approvals” with
respect to the Warrantholder, means, to the extent applicable and required to
permit the Warrantholder to exercise this Warrant for shares of Preferred Stock
and to own such Preferred Stock without the Warrantholder being in violation of
applicable law, rule or regulation, the receipt of any necessary approvals and
authorizations of, filings and registrations with, notifications to, or
expiration or termination of any applicable waiting period under, the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules
and regulations thereunder.

     

    “SEC” means the U.S.
Securities and Exchange Commission.

     

    “Securities Act” means the
Securities Act of 1933, as amended, or any successor statute, and the rules and
regulations promulgated thereunder.

     

    “Shares” has the meaning set
forth in Section 2.

     

    “Warrantholder” has the
meaning set forth in Section 2.

     

    “Warrant” means this Warrant,
issued pursuant to the Purchase Agreement.

     

    2. Number of
Shares; Exercise Price.
This certifies that, for value received, the United States Department of
the Treasury or its permitted assigns (the “Warrantholder”) is entitled,
upon the terms and subject to the conditions hereinafter set forth, to acquire
from the

     

     

     

    
      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    Company,
in whole or in part, after the receipt of all applicable Regulatory Approvals,
if any, up to an aggregate of the number of fully paid and nonassessable shares
of Preferred Stock set forth in Item 7 of Schedule A hereto (the “Shares”),
at a purchase price per share of Preferred Stock equal to the Exercise
Price.

     

    3. Exercise of Warrant;
Term. Subject to Section 2, to the extent permitted by applicable laws
and regulations, the right to purchase the Shares represented by this Warrant is
exercisable, in whole or in part by the Warrantholder, at any time or from time
to time after the execution and delivery of this Warrant by the Company on the
date hereof, but in no event later than 5:00 p.m., New York City time on the
tenth anniversary of the Issue Date (the “Expiration Time”), by (A)
the surrender of this Warrant and Notice of Exercise annexed hereto, duly
completed and executed on behalf of the Warrantholder, at the principal
executive office of the Company located at the address set forth in Item 8 of
Schedule A hereto (or such other office or agency of the Company in the United
States as it may designate by notice in writing to the Warrantholder at the
address of the Warrantholder appearing on the books of the Company), and (B)
payment of the Exercise Price for the Shares thereby purchased, by having the
Company withhold, from the shares of Preferred Stock that would otherwise be
delivered to the Warrantholder upon such exercise, shares of Preferred Stock
issuable upon exercise of the Warrant with an aggregate Liquidation Amount equal
in value to the aggregate Exercise Price as to which this Warrant is so
exercised.

     

    If the
Warrantholder does not exercise this Warrant in its entirety, the Warrantholder
will be entitled to receive from the Company within a reasonable time, and in
any event not exceeding three business days, a new warrant in substantially
identical form for the purchase of that number of Shares equal to the difference
between the number of Shares subject to this Warrant and the number of Shares as
to which this Warrant is so exercised. Notwithstanding anything in this Warrant
to the contrary, the Warrantholder hereby acknowledges and agrees that its
exercise of this Warrant for Shares is subject to the condition that the
Warrantholder will have first received any applicable Regulatory
Approvals.

     

    4. Issuance of Shares;
Authorization. Certificates for Shares issued upon exercise of this
Warrant will be issued in such name or names as the Warrantholder may designate
and will be delivered to such named Person or Persons within a reasonable time,
not to exceed three business days after the date on which this Warrant has been
duly exercised in accordance with the terms of this Warrant. The Company hereby
represents and warrants that any Shares issued upon the exercise of this Warrant
in accordance with the provisions of Section 3 will be duly and validly
authorized and issued, fully paid and nonassessable and free from all taxes,
liens and charges (other than liens or charges created by the Warrantholder,
income and franchise taxes incurred in connection with the exercise of the
Warrant or taxes in respect of any transfer occurring contemporaneously
therewith). The Company agrees that the Shares so issued will be deemed to have
been issued to the Warrantholder as of the close of business on the date on
which this Warrant and payment of the Exercise Price are delivered to the
Company in accordance with the terms of this Warrant, notwithstanding that the
stock transfer books of the Company may then be closed or certificates
representing such Shares may not be actually delivered on such date. The Company
will at all times reserve and keep available, out of its authorized but unissued
preferred stock, solely for the purpose of providing for the exercise of this
Warrant, the aggregate number of shares of Preferred Stock then issuable upon
exercise of this Warrant at any

     

     


    
      
         


      

      
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    time. The
Company will use reasonable best efforts to ensure that the Shares may be issued
without violation of any applicable law or regulation or of any requirement of
any securities exchange on which the Shares are listed or traded.

     

    5.            No Rights as Stockholders;
Transfer Books. This Warrant does not entitle the Warrantholder to any
voting rights or other rights as a stockholder of the Company prior to the date
of exercise hereof. The Company will at no time close its transfer books against
transfer of this Warrant in any manner which interferes with the timely exercise
of this Warrant.

     

    6.            Charges, Taxes and
Expenses. Issuance of certificates for Shares to the Warrantholder upon
the exercise of this Warrant shall be made without charge to the Warrantholder
for any issue or transfer tax or other incidental expense in respect of the
issuance of such certificates, all of which taxes and expenses shall be paid by
the Company.

     

    7.            Transfer/Assignment.

     

    (A) Subject
to compliance with clause (B) of this Section 7, this Warrant and all rights
hereunder are transferable, in whole or in part, upon the books of the Company
by the registered holder hereof in person or by duly authorized attorney, and a
new warrant shall be made and delivered by the Company, of the same tenor and
date as this Warrant but registered in the name of one or more transferees, upon
surrender of this Warrant, duly endorsed, to the office or agency of the Company
described in Section 3. All expenses (other than stock transfer taxes) and other
charges payable in connection with the preparation, execution and delivery of
the new warrants pursuant to this Section 7 shall be paid by the
Company.

     

    (B) The
transfer of the Warrant and the Shares issued upon exercise of the Warrant are
subject to the restrictions set forth in Section 4.4 of the Purchase Agreement.
If and for so long as required by the Purchase Agreement, this Warrant shall
contain the legends as set forth in Section 4.2(a) of the Purchase
Agreement.

     

    8.            Exchange and Registry of
Warrant. This Warrant is exchangeable, upon the surrender hereof by the
Warrantholder to the Company, for a new warrant or warrants of like tenor and
representing the right to purchase the same aggregate number of Shares. The
Company shall maintain a registry showing the name and address of the
Warrantholder as the registered holder of this Warrant. This Warrant may be
surrendered for exchange or exercise in accordance with its terms, at the office
of the Company, and the Company shall be entitled to rely in all respects, prior
to written notice to the contrary, upon such registry.

     

    9.            Loss, Theft, Destruction or
Mutilation of Warrant. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and in the case of any such loss, theft or destruction, upon receipt of
a bond, indemnity or security reasonably satisfactory to the Company, or, in the
case of any such mutilation, upon surrender and cancellation of this Warrant,
the Company shall make and deliver, in lieu of such lost, stolen, destroyed or
mutilated Warrant, a new Warrant of like tenor and representing the right to
purchase the same aggregate number of Shares as provided for in such lost,
stolen, destroyed or mutilated Warrant.

     

     

     


    
      
         


      

      
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    10. Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action
or the expiration of any right required or granted herein shall not be a
business day, then such action may be taken or such right may be exercised on
the next succeeding day that is a business day.

     

    11. Rule 144 Information.
The Company covenants that it will use its reasonable best efforts to timely
file all reports and other documents required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations promulgated by
the SEC thereunder (or, if the Company is not required to file such reports, it
will, upon the request of any Warrantholder, make publicly available such
information as necessary to permit sales pursuant to Rule 144 under the
Securities Act), and it will use reasonable best efforts to take such further
action as any Warrantholder may reasonably request, in each case to the extent
required from time to time to enable such holder to, if permitted by the terms
of this Warrant and the Purchase Agreement, sell this Warrant without
registration under the Securities Act within the limitation of the exemptions
provided by (A) Rule 144 under the Securities Act, as such rule may be amended
from time to time, or (B) any successor rule or regulation hereafter adopted by
the SEC. Upon the written request of any Warrantholder, the Company will deliver
to such Warrantholder a written statement that it has complied with such
requirements.

     

    12. Adjustments and Other
Rights. For so long as the Original Warrantholder holds this Warrant or
any portion thereof, if any event occurs that, in the good faith judgment of the
Board of Directors of the Company, would require adjustment of the Exercise
Price or number of Shares into which this Warrant is exercisable in order to
fairly and adequately protect the purchase rights of the Warrants in accordance
with the essential intent and principles of the Purchase Agreement and this
Warrant, then the Board of Directors shall make such adjustments in the
application of such provisions, in accordance with such essential intent and
principles, as shall be reasonably necessary, in the good faith opinion of the
Board of Directors, to protect such purchase rights as aforesaid.

     

    Whenever
the Exercise Price or the number of Shares into which this Warrant is
exercisable shall be adjusted as provided in this Section 12, the Company shall
forthwith file at the principal office of the Company a statement showing in
reasonable detail the facts requiring such adjustment and the Exercise Price
that shall be in effect and the number of Shares into which this Warrant shall
be exercisable after such adjustment, and the Company shall also cause a copy of
such statement to be sent by mail, first class postage prepaid, to each
Warrantholder at the address appearing in the Company’s records.

     

    13. No Impairment. The
Company will not, by amendment of its Charter or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Warrant and in taking of all such action as may be
necessary or appropriate in order to protect the rights of the
Warrantholder.

     

    14. Governing Law. This
Warrant will be governed by and construed in accordance with the federal law of
the United States if and to the extent such law is applicable, and otherwise in
accordance with the laws of the State of New York applicable to contracts made
and

     


    
      
         


      

      
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    to be
performed entirely within such State. Each of the Company and the Warrantholder
agrees (a) to submit to the exclusive jurisdiction and venue of the United
States District Court for the District of Columbia for any civil action, suit or
proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby, and (b) that notice may be served upon the Company at the
address in Section 17 below and upon the Warrantholder at the address for the
Warrantholder set forth in the registry maintained by the Company pursuant to
Section 8 hereof. To the extent permitted by applicable law, each of the Company
and the Warrantholder hereby unconditionally waives trial by jury in any civil
legal action or proceeding relating to the Warrant or the transactions
contemplated hereby or thereby.

     

    15. Binding Effect. This
Warrant shall be binding upon any successors or assigns of the
Company.

     

    16. Amendments. This
Warrant may be amended and the observance of any term of this Warrant may be
waived only with the written consent of the Company and the
Warrantholder.

     

    17. Notices. Any notice,
request, instruction or other document to be given hereunder by any party to the
other will be in writing and will be deemed to have been duly given (a) on the
date of delivery if delivered personally, or by facsimile, upon confirmation of
receipt, or (b) on the second business day following the date of dispatch if
delivered by a recognized next day courier service. All notices hereunder shall
be delivered as set forth in Item 9 of Schedule A hereto, or pursuant to such
other instructions as may be designated in writing by the party to receive such
notice.

     

    18. Entire Agreement.
This Warrant, the forms attached hereto and Schedule A hereto (the terms of
which are incorporated by reference herein), and the Letter Agreement (including
all documents incorporated therein), contain the entire agreement between the
parties with respect to the subject matter hereof and supersede all prior and
contemporaneous arrangements or undertakings with respect thereto.

     

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              [Form of Notice of Exercise]
      Date:

            


    

     

    TO:
Sonoma Valley Bancorp

     

    RE:
Election to Purchase Preferred Stock

     

    The
undersigned, pursuant to the provisions set forth in the attached Warrant,
hereby agrees to subscribe for and purchase such number of shares of Preferred
Stock covered by the Warrant such that after giving effect to an exercise
pursuant to Section 3(B) of the Warrant, the undersigned will receive the net
number of shares of Preferred Stock set forth below. The undersigned, in
accordance with Section 3 of the Warrant, hereby agrees to pay the aggregate
Exercise Price for such shares of Preferred Stock in the manner set forth in
Section 3(B) of the Warrant.

     

    Number of
Shares of Preferred Stock:1

     

    The
undersigned agrees that it is exercising the attached Warrant in full and that,
upon receipt by the undersigned of the number of shares of Preferred Stock set
forth above, such Warrant shall be deemed to be cancelled and surrendered to the
Company.

     

    Holder:                                                       

    By:                                                       

    Name:                                                       
Title:

     

    
      	
               
      

            	
              1.

            	
              Number
      of shares to be received by the undersigned upon exercise of the attached
      Warrant pursuant to Section 3(B)
thereof.

            


    

     

                                         



    
      
         


      

      
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    IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a
duly authorized officer.

     

    Dated:  February
20, 2009

    


     

    
      	 	 SONOMA VALLEY
      BANCORP
	 	 
	 By:	 /s/ Mary
      Dieter Smith
	 Name:	 Mary Dieter
      Smith
	 Title:	 Chief
      Financial Officer
	 	 
	 	 Attest:
	 	 
	 By:	 /s/ Sean
      Cutting
	 Name:	 Sean
      Cutting
	 Title:	 President/
      Chief Executive Officer


    

     

    


     

    [Signature
Page to Warrant]

     

     

     


    
      
         


      

      
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    SCHEDULE
A

    Item 1

    Name:  Sonoma
Valley Bancorp

    


    Corporate
or other organizational form: Corporate

    


    Jurisdiction
of organization: California

     

    Item 2

    Exercise
Price:  $.01 per share

    


    Item 3

    Issue
Date:  February 20, 2009

     

    Item 4

    Liquidation
Amount: $1000.00

     

    Item 5

    Series of
Perpetual Preferred Stock:  Fixed Rate Cumulative Perpetual Preferred
Stock, Series B

     

    Item 6

    Date of
Letter Agreement between the Company and the United States Department of the
Treasury:  February 20, 2009

     

    Item 7

    Number of
shares of Preferred Stock: 433.00433

     

    Item 8

    Company’s
address:  202 West Napa St.

          Sonoma, CA
95476

     

    Item 9

    Notice
information:           Sonoma
Valley Bancorp

                 202
West Napa St.

                 Sonoma,
CA
95476                                                      

                                
707-935-3200

                 707-935-3865
(fax)                                                                

     Attn:  Mary
D. Smith

    


                David
Adams, Esq.

                                               Weintraub
Genshlea Chediak

                 400
Capitol Mall, 11th
Floor

                 Sacramento,
CA 95814

                 916-558-6000

                 916-446-1611
(fax)