SECOND AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATION

 

 

THIS SECOND AMENDMENT TO THE AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the “Second Amendment”) is entered into as of January 30, 2008, 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 which was subsequently amended on September 4, 2007 (as so amended, the “Agreement”);

 

WHEREAS, the Parties wish to make changes 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:

 

1.            The definition of “Per Share Cash Consideration” in Section 1.1 of the Agreement is hereby modified by changing the amount of “$475,000” to “$490,000.”

2.            Subsection (d) is hereby added to Section 2.1 to read as follows:

“(d)    Immediately prior to the Effective Time, SoCal shall acquire from certain shareholders of Seller, pursuant to a separate purchase agreement, the Seller Shares set forth on Exhibit A to this Second Amendment in exchange for certain trust preferred securities issued by a subsidiary trust of SoCal valued on the basis of the Per Share Cash Consideration (the “Stock Sale”).  The trust preferred securities shall have the terms and provisions provided for in an amended and restated declaration of trust which shall be mutually acceptable to SoCal and the selling shareholders.”

3.	Subsection (a) of Section 2.3 of the Agreement is hereby amended to read as follows:

4.            Subsection (d) is hereby added to Section 2.3 of the Agreement to read as follows:

5.            Subsection (a) of Section 2.5 of the Agreement is hereby amended to read as follows:

6.            Subsection (e) is hereby added to Section 8.1 to read as follows:

“(e)            The Stock Sale shall have been completed immediately prior to the Effective Time.”

7.            Subsection (d) of Section 8.2 is hereby amended by deleting the last sentence of such Subsection.

8.            Capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Agreement.

9.            This Second 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.

10.            The Agreement shall remain in full force and effect in all other respects.

11.            This Second Amendment shall be governed by and construed in accordance with the laws of the State of California.

 

 

WITNESS, the signature of Belvedere SoCal as of the 30th day of January, 2008, set by its Chairman of the Board and its Secretary, pursuant to a resolution of its board of directors, acting by at least a majority:

WITNESS, the signature of Spectrum Bank, as of the 30th day of January, 2008, set by its Chief Executive Officer and its Secretary, pursuant to a resolution of its board of directors, acting by at least a majority:

 

Selling Shareholder		# of shares of Seller Stock to be sold				Value of Trust Preferred Securities to be received
Ronald H. Gabriel			182,115			$	8,403,024
Ronald H. Gabriel, Tr GFT			76,191			$	3,515,574
Aldo J. & Helen L.			22,297			$	1,028,815
De Soto, Tr DSFT
Thomas R. Timmons			44, 485			$	2,052,588