FIRST AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATION
EXHIBIT
2.1
FIRST
AMENDMENT TO
AGREEMENT
TO MERGE
AND
PLAN OF REORGANIZATION
THIS
FIRST AMENDMENT TO THE AGREEMENT
TO MERGE AND PLAN OF REORGANIZATION (the “First Amendment”) is entered
into as of September 4, 2007, between Belvedere SoCal, a company organized
under
the laws of California (“SoCal”), being located in
San Francisco, California, and Spectrum Bank, a banking company organized under
the laws of California (“Seller”), located in Irvine,
California.
WHEREAS,
SoCal and Seller
entered into an Agreement to Merge and Plan of Reorganization dated as of July
13, 2007 (the “Agreement”);
WHEREAS,
SoCal
has concluded
that it wishes to maintain Spectrum Bank as a separate operating subsidiary
for
a period of time and not immediately merge it into SoCal Bank;
WHEREAS,
the Parties wish to
make a change and an amendment to the Agreement which they believe to be in
the
best interest of their respective shareholders;
NOW,
THEREFORE, in
consideration of the premises and mutual promises of the Parties, the Parties
hereto agree as follows:
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1.
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All
references to the Bank Merger, the Agreement of Bank Merger and
the
concept of merging Spectrum Bank with and into SoCal Bank immediately
after the Merger are hereby deleted from the Agreement and the
Agreement,
as so amended, will read as set forth in Exhibit A
hereto.
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2.
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Capitalized
terms used herein and not otherwise defined shall have the same
meaning as
set forth in the Agreement.
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3.
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This
First Amendment may be entered into in one or more counterparts,
all of
which shall be considered one and the same instrument, and it shall
become
effective when one or more counterparts have been signed by each
of the
Parties and delivered to the other Parties, it being understood
that all
Parties need not sign the same
counterpart.
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4.
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The
Agreement, in the form of Exhibit A, shall remain in full force
and
effect.
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5.
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This
First Amendment shall be governed by and construed in accordance
with the
laws of the State of
California.
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1
WITNESS,
the signature of Belvedere
SoCal as of the 4th day of September, 2007, set by its President and Chief
Executive Officer and its Secretary, pursuant to a resolution of its board
of
directors, acting by at least a majority:
| By: _______________________________ | By: _______________________________ |
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President
&
Chief Executive Officer
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Secretary
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WITNESS,
the signature of Spectrum Bank, as of the 4th day of September, 2007, set by
its
President and Chief Executive Officer and its Secretary, pursuant to a
resolution of its board of directors, acting by at least a
majority:
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SPECTRUM
BANK
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| By: _______________________________ | By: _______________________________ |
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Chief
Executive
Officer
|
Secretary
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