**Exhibit 4.1**

 

**CERTIFICATE OF DETERMINATION**

**OF**

**6% MANDATORY CONVERTIBLE CUMULATIVE**

**PREFERRED STOCK, SERIES A**

**OF**

**COMMUNITY VALLEY BANCORP**

 

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

 

We, Gayle J. Lee, VicePresident, and John F. Coger, Chief Financial Officer of Community ValleyBancorp, organized under the laws of the State of California (hereinaftercalled the “Corporation”), do hereby certify as follows:

 

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

 

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

 

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

 

WHEREAS, the Articles of Incorporation of the Corporation provide for aclass of shares known as Preferred Stock, issuable from time to time in one ormore series; and

 

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

 

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

 

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby fixesand determines the designation of, the number of shares constituting, and thevoting power, preferences, limitations, restrictions and relative rightsrelating to the 6% Mandatory Convertible Cumulative Preferred Stock, Series Aas follows:

 

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(a)            Name.  The initial series of shares of PreferredStock shall be designated the “6% Mandatory Convertible Cumulative PreferredStock, 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 ConvertibleCumulative Preferred Stock, Series A shall be entitled to vote, in personor by proxy, at a special or annual meeting of shareholders on all mattersentitled to be voted on by holders of shares of Common Stock voting together asa single class with shareholders of Common Stock (and with other sharesentitled to vote thereon), including, without limitation, the election of allof the directors of the Corporation.

 

(2)            6% MandatoryConvertible 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 thepurpose of voting upon any resolutions requiring the approval of the holders ofshares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A, votingas a separate class or series, the presence in person or by proxy of theholders of a majority of the shares of 6% Mandatory Convertible CumulativePreferred Stock, Series A then outstanding shall constitute a quorum ofthe 6% Mandatory Convertible Cumulative Preferred Stock, Series A; theholders of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Ashall be entitled to cast one vote per share of 6% Mandatory ConvertibleCumulative Preferred Stock, Series A; and such resolution shall be deemedapproved upon the affirmative vote of the holders of a majority of theoutstanding shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Apresent in person or represented by proxy at such meeting.

 

(3)            Action Without aMeeting.  Any action required by theCalifornia Corporations Code to be taken at any annual or special meeting ofholders of 6% Mandatory Convertible Cumulative Preferred Stock, Series A,voting as a separate class or series, may be taken without a meeting, withoutprior notice and without a vote, if a consent or consents in writing, settingforth the action so taken, shall be signed by the holders of outstanding sharesof 6% Mandatory Convertible Cumulative Preferred Stock, Series A havingnot less than the minimum number of votes that would be necessary to authorizeor take such action at a meeting of the holders of 6% Mandatory ConvertibleCumulative Preferred Stock, Series A at which all shares entitled to votethereon are present and voted and shall be delivered (by hand, facsimile, U.S.Postal Service or overnight delivery service) to the Corporation by delivery toits registered office in the State of California, its principal place ofbusiness, or any officer or agent of the Corporation having custody of the bookin which proceedings of meetings of the holders of 6% Mandatory ConvertibleCumulative Preferred Stock, Series A are recorded.

 

Every written consent shall bear the date of signature of each holder of6% Mandatory Convertible Cumulative Preferred Stock, Series A who signsthe consent.  Prompt notice of the takingof the corporate action without a meeting by less than unanimous writtenconsent shall, to the extent, required by applicable law, be given to thoseholders of 6% Mandatory Convertible Cumulative Preferred Stock, Series Awho

 

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havenot 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 suchmeeting had been the date that written consents signed by a sufficient numberof holders to take the action were delivered to the Corporation.

 

(4)            Major Actions.  Notwithstanding anything to the contrary setforth in the Articles of Incorporation, as amended or the Bylaws, as amended ofthe Corporation, the affirmative vote of the holders of a majority of theoutstanding shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Aacting in accordance with paragraph (b)(2) or (b)(3), voting as a separateclass, shall be a prerequisite to:

 

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

 

(ii)            the redemption ofany stock that is junior in ranking to the 6% Mandatory Convertible CumulativePreferred Stock, Series A;

 

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

 

(iv)           any amendment tothis paragraph b(4).

 

(c)            Dividends.  The holders of the 6% Mandatory ConvertibleCumulative Preferred Stock, Series A shall be entitled to receivedividends, semi-annually at the rate of 6% per annum of $5.00 ($0.15 perdividend payment) per share, payable on June 15 and December 15 ofeach year.  Dividends on the 6% MandatoryConvertible Cumulative Preferred Stock, Series A shall (i) accrue oneach such share from the date of its original issuance and shall accrue day today, whether or not declared; (ii) be payable before any dividends on theCorporation’s Common Stock are paid or declared and set apart; and (iii) becumulative, so that if dividends required to be paid under this clause on theoutstanding 6% Mandatory Convertible Cumulative Preferred Stock, Series Ahave not been paid or set apart for any year or years after the date ofissuance of the 6% Mandatory Convertible Cumulative Preferred Stock, Series A,the amounts of the deficiency shall be first fully paid or declared and setapart for payment, but without interest, before any distribution, by dividendor 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 CommonStock.  “Distribution” in this paragraph (c) meansthe transfer of cash or property without consideration, whether by way ofdividend or otherwise (except a dividend in shares of the Corporation which arejunior to the 6% Mandatory Convertible Cumulative Preferred Stock, Series Aas to dividends or assets) including any such transfer by a subsidiary of theCorporation.  The time of anydistribution by way of dividend shall be the date of declaration thereof.  The payment of dividends on the 6% MandatoryConvertible Cumulative Preferred Stock, Series A shall be made only afterall dividends have been paid or set apart for payment on any of the shares ofthe Corporation’s Preferred Stock that have a dividend rights preference overthe 6% Mandatory Convertible Cumulative Preferred Stock, Series A.

 

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(d)           ConversionRights.  The shares of 6% MandatoryConvertible Cumulative Preferred Stock, Series A shall have the followingrights of conversion.

 

(1)            OptionalConversion.  Six months after the date ofissuance of the shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series A,any holder of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Ashall have the right, at its option, provided that notice of conversion isgiven by the holder of shares of 6% Mandatory Convertible Cumulative PreferredStock, Series A at least three business days prior to a conversion date (“ConversionDate”) to convert, subject to the terms and provisions of this paragraph (d),any or all of such holder’s shares of 6% Mandatory Convertible CumulativePreferred Stock, Series A into such number of fully paid and nonassessableshares of the Corporation’s Common Stock as is equal to the product of (i) thenumber of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Abeing so converted multiplied by (ii) the quotient (“Conversion Rate”) of (x) thesum of $5.00 plus any unpaid dividends on the 6% Mandatory ConvertibleCumulative 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 firstbusiness day on or after June 15, or December 15 in any calendaryear, at which time the Preferred Shares are effectively converted into sharesof the Corporation’s Common Stock.  Suchconversion right shall be exercised by the surrender of certificate(s) representingthe shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Ato be converted to the Corporation at any time during usual business hours atits principal place of business maintained by it (or such other office oragency of the Corporation as the Corporation may designate by notice in writingto the holders of shares of 6% Mandatory Convertible Cumulative PreferredStock, Series A), accompanied by written notice that the holder elects toconvert such shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Aand specifying the name or names (with address) in which a certificate orcertificates 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 oftransfer in form reasonably satisfactory to the Corporation duly executed bythe holder or its duly authorized legal representative and transfer tax stampsor funds therefor, if required pursuant to paragraph (d)(9) below.  All certificates representing shares of 6%Mandatory Convertible Cumulative Preferred Stock, Series A surrendered forconversion shall be delivered to the Corporation for cancellation and canceledby it.  As promptly as practicable afterthe applicable Conversion Date, the Corporation shall (subject to compliancewith the applicable provisions of federal and state securities laws) deliver tothe holder of such shares so surrendered certificate(s) representing thenumber of fully paid and nonassessable whole shares of the Corporation’s CommonStock into which such shares are entitled to be converted and cash in lieu ofany fractional share.  At the time of thesurrender of such certificate(s), the person or entity in whose name anycertificate(s) for shares of Common Stock shall be issuable upon suchconversion shall be deemed to be the holder of record of such shares of CommonStock on such date, notwithstanding that the share register of the Corporationshall then be closed or that the certificates representing such Common Stock ofthe Corporation shall not then be actually delivered to such person or entity.

 

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(2)            Termination ofRights.  On the date of such optionalconversion pursuant to paragraph (d)(1) above all rights with respect tothe shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Aso converted, including the rights, if any, to receive notices and vote, shallterminate, except only the rights of holders thereof to (i) receivecertificates for the number of shares of the Corporation’s Common Stock intowhich such shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Ahave been converted and (ii) exercise the rights to which they areentitled as holders of the Corporation’s Common Stock.

 

(3)            MandatoryConversion.  Any shares of 6% MandatoryConvertible Cumulative Preferred Stock, Series A that are outstanding on December 31,2011 shall be mandatorily converted into such number of fully paid andnonassessable shares of the Corporation’s Common Stock as is equal to theproduct of (i) the number of shares of 6% Mandatory Convertible CumulativePreferred Stock, Series A being so converted multiplied by (ii) thequotient (“Conversion Rate”) of (x) the sum of $5.00 plus any unpaiddividends on the 6% Mandatory Convertible Cumulative Preferred Stock, Series Aafter issuance divided by (y) $2.00 (subject to adjustment as provided inparagraph (d)(4) below).  Suchconversion shall be effected by the surrender by the respective holders ofcertificate(s) representing the shares of 6% Mandatory ConvertibleCumulative Preferred Stock, Series A to be converted to the Corporation atany time during usual business hours at its principal place of businessmaintained by it (or such other office or agency of the Corporation as theCorporation may designate by a letter of transmittal specifying the name ornames (with address) in which a certificate or certificates for shares of theCorporation’s Common Stock are to be issued and (if so required by theCorporation) by a written instrument or instruments of transfer in formreasonably satisfactory to the Corporation duly executed by the holder or itsduly 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 forconversion shall be delivered to the Corporation for cancellation and canceledby it.  As promptly as practicable afterthe applicable Conversion Date, the Corporation shall (subject to compliancewith the applicable provisions of federal and state securities laws) deliver tothe holder of such shares so surrendered certificate(s) representing thenumber of fully paid and nonassessable whole shares of the Corporation’s CommonStock into which such shares are entitled to be converted and cash in lieu ofany fractional share.  At the time of thesurrender of such certificate(s), the person or entity in whose name anycertificate(s) for shares of Common Stock shall be issuable upon suchconversion shall be deemed to be the holder of record of such shares of CommonStock on such date, notwithstanding that the share register of the Corporationshall then be closed or that the certificates representing such Common Stock ofthe Corporation shall not then be actually delivered to such person orentity.  Also, upon such mandatoryconversion, all rights with respect to the shares of 6% Mandatory ConvertibleCumulative Preferred Stock, Series A so converted, including the rights,if any, to receive notices and vote, shall terminate, except only the rights ofholders thereof to (i) receive certificates for the number of shares ofthe Corporation’s Common Stock into which such shares of 6% MandatoryConvertible Cumulative Preferred Stock, Series A have been converted and (ii) exercisethe rights to which they are entitled as holders of the Corporation’s CommonStock.

 

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(4)            (A)          Dividend,Subdivision, Combination or Reclassification of Common Stock.  In the event that the Corporation shall atany time or from time to time, prior to conversion of shares of 6% MandatoryConvertible Cumulative Preferred Stock, Series A (w) pay a dividendor make a distribution on the outstanding shares of Common Stock payable incapital stock of the Corporation, (x) subdivide the outstanding shares ofCommon Stock into a larger number of shares, (y) combine the outstandingshares of Common Stock into a smaller number of shares or (z) issue anyshares of its capital stock in a reclassification of the Common Stock (otherthan any such event for which an adjustment is made pursuant to another clauseof this paragraph (d)(4)), then, and in each such case, the Conversion Rate ineffect immediately prior to such event shall be adjusted (and any otherappropriate actions shall be taken by the Corporation) so that the holder ofany share of 6% Mandatory Convertible Cumulative Preferred Stock, Series Athereafter surrendered for conversion shall be entitled to receive the numberof shares of Common Stock or other securities of the Corporation that suchholder would have owned or would have been entitled to receive upon or byreason of any of the events described above, had such share of 6% MandatoryConvertible Cumulative Preferred Stock, Series A been convertedimmediately 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 anysuch dividend or distribution, to a date immediately following the close ofbusiness on the record date for the determination of holders of Common Stockentitled to receive such dividend or distribution or (y) in the case ofany such subdivision, combination or reclassification, to the close of businesson the day upon which such corporate action becomes effective.

 

(B)            CertainDistributions.  In case the Corporationshall at any time or from time to time, prior to conversion of shares of 6%Mandatory Convertible Cumulative Preferred Stock, Series A, distribute toall holders of shares of the Common Stock (including any such distribution madein connection with a merger or consolidation in which the Corporation is theresulting 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 cashdividends in which holders of shares of 6% Mandatory Convertible CumulativePreferred Stock, Series A participate; dividends payable in shares ofCommon Stock for which adjustment is made under another subparagraph of thisparagraph (d); or the issuance by another entity of capital stock inconsideration of an acquisition that also provides adequate consideration tothe holders of 6% Mandatory Convertible Cumulative Preferred Stock, Series Aapproved by the Board of Directors) or rights or warrants to subscribe for orpurchase of any of the foregoing, then, and in each such case, the ConversionRate then in effect shall be adjusted (and any other appropriate actions shallbe taken by the Corporation) by multiplying the Conversion Rate in effectimmediately prior to the date of such distribution by a fraction (x) thedenominator of which shall be the then current market price of the Common Stockimmediately prior to the date of distribution less the then fair market value(as determined by the Board of Directors in the exercise of their fiduciaryduties) of the portion of the cash, evidences of indebtedness, securities orother assets so distributed or of such rights or warrants

 

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

 

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

 

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

 

(6)            Certificate as toAdjustments.  Upon any adjustment in theConversion Rate, the Corporation shall maintain a detailed record of any andall such adjustments setting forth in reasonable detail the event requiring theadjustment and the method by which such adjustment was calculated andspecifying the increased or decreased Conversion Rate then in effect followingsuch adjustment.

 

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

 

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

 

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

 

(9)            No Conversion Taxor Charge.  The issuance or delivery ofcertificates for Common Stock upon the conversion of shares of 6% MandatoryConvertible Cumulative Preferred Stock, Series A shall be made withoutcharge to the converting holder of shares of 6% Mandatory ConvertibleCumulative Preferred Stock, Series A for such certificates or for any taxin respect of the issuance or delivery of such certificates or the securitiesrepresented thereby, and such certificates shall be issued or delivered in therespective names of, or (subject to compliance with the applicable provisionsof federal and state securities laws) in such names as may be directed by, theholders of the shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Aconverted; provided, however, that the Corporation shall not be required to payany tax which may be payable in respect of any transfer involved in theissuance and delivery of any such certificate in a name other than that of theholder of the shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Aconverted, and the Corporation shall not be required to issue or deliver suchcertificate unless or until the person(s) or entity(ies) requesting theissuance or delivery thereof shall have paid to the Corporation the amount ofsuch tax or shall have established to the reasonable satisfaction of theCorporation that such tax has been paid.

 

(e)            LiquidationRights.  In the event of a voluntary orinvoluntary liquidation, dissolution or winding up of the Corporation, theholders of shares of 6% Mandatory Convertible Cumulative Preferred Stock, Series Ashall be entitled to receive out of the assets of the Corporation, whether suchassets are capital or surplus of any nature, an amount equal to $5.00 per shareof 6% Mandatory Convertible Cumulative Preferred Stock, Series A and afurther amount equal to any dividends accrued and unpaid thereon, as providedin paragraph (c) above, to the date that payment is made available to theholders 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 anyassets distributed to the holders of shares of the Corporation’s Common Stockor any of the shares of the Corporation’s Preferred Stock that have aliquidation rights preference over the 6% Mandatory Convertible CumulativePreferred Stock, Series A..

 

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

 

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

 

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

 

(f)            Right ofRedemption.

 

(1)            The shares of the6% Mandatory Convertible Cumulative Preferred Stock, Series A are notredeemable at the option of the holder.

 

(2)            The shares of the6% Mandatory Convertible Cumulative Preferred Stock, Series A areredeemable at the option of the Corporation, subject to prior approval of theBoard of Governors of the Federal Reserve System, at a price of $5.25 per shareplus all outstanding and unpaid dividends with at least ten (10) days’prior notice of redemption.

 

(g)           No PreemptiveRights.  The shares of 6% MandatoryConvertible Cumulative Preferred Stock, Series A shall not have anypreemptive rights.

 

RESOLVED FURTHER, that the Chairman of the Board, the President or anyVice President, and the Secretary, the Chief Financial Officer, the Treasurer,or any Assistant Secretary or Assistant Treasurer of the Corporation are eachauthorized to execute, verify and file a Certificate of Determination inaccordance with California law.

 

4.                                       The authorizednumber of shares of Preferred Stock of the Corporation is 10,000,000, and thenumber of shares of Preferred Stock constituting the 6% Mandatory ConvertibleCumulative Preferred Stock, Series A, none of which has been issued, is240,000.

 

Wefurther declare under penalty of perjury under the laws of the State ofCalifornia that the matters set forth in this certificate are true and correctof 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 |

 

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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 CONVERTIBLECUMULATIVE PREFERRED STOCK, SERIES A OF

 

Community Valley Bancorptransferable in person or by duly authorized attorney upon surrender of thiscertificate properly endorsed.  Thiscertificate and the shares represented hereby are subject to the provisions ofthe Articles of Incorporation, all amendments thereto and the Bylaws of theCorporation, and to the rights, preferences and voting powers of the PreferredStock of the Corporation now or hereafter outstanding; the terms of all suchprovision, rights, preferences and voting powers in the Certificate ofDetermination for the Corporation’s Preferred Stock Series A beingincorporated herein by reference.

 

IN WITNESS THEREOF, CommunityValley Bancorp has caused this certificate to be executed by signatures of itsduly authorized officers.

 
|      |   | DATED DECEMBER      , 2009 |
|-----------|--------|-----------------------------------------------------|
|      |   |                                                |
|      |   |                                                |
|      |   |                                                |
|      |   |                                                |
|      |   |                                                |
| President |   | Secretary                                           |

 

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COMMUNITYVALLEY BANCORP

 

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

 

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

 

THISINSTRUMENT IS ISSUED SUBJECT TO RIGHTS, PRIVILEGES, PREFERENCES ANDRESTRICTIONS IN THE CERTIFICATE OF DETERMINATION FILED WITH THE CALIFORNIASECRETARY OF STATE FOR THE COMPANY’S PREFERRED STOCK SERIES A.

 

Thefollowing abbreviations, when used in the inscription on the face of thiscertificate, shall be construed as though they were written out in full accordingto 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) |   |
|                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |  |  |  |  |

 

Additionalabbreviations may also be used though not in the above list.

 

PLEASEINSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

 

Forvalue received,                                          herebysell, 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 |   |   |
|                                                                                                                       |
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| 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. |

 

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