AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION

 

 

THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this “Amendment”), dated as of December 6, 2007, is made and entered into by and among SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation  (“Summit”), GREATER ATLANTIC FINANCIAL CORP., a Delaware corporation (“Greater Atlantic”) and SFG II, INC., a West Virginia corporation (“SFG”).

 

 

WHEREAS, Summit and Greater Atlantic entered into an Agreement and Plan of Reorganization dated as of April 12, 2007 (the “Agreement”); and

 

 

WHEREAS, SFG became a party to the Agreement by executing that certain Supplement for Merger Sub Accession to Merger Agreement dated October 22, 2007; and

 

 

WHEREAS, pursuant to the terms of the Agreement Greater Atlantic will be merged into SFG with SFG surviving the merger (the “Merger”); and

 

 

WHEREAS, the Agreement provides that the Board of Directors of Greater Atlantic or Summit may terminate the Agreement in the event the Merger is not consummated by December 31, 2007; and

 

 

WHEREAS, pursuant to Section 10.02 of the Agreement, Summit, Greater Atlantic and SFG have agreed to amend Section 9.01(c) of the Agreement to extend the date on which the Agreement may be terminated if the Merger is not consummated to March 31, 2008.

 

NOW THEREFORE, for valid consideration, the parties hereto agree as follows:

 

1.               Amendment to the Agreement.  Effective as of the date of this Amendment, Section 9.01(c) of the Agreement is amended to read as follows:

 

 

“(c)               Delay.  At any time prior to the Effective Time, by Summit or GFAC, if its Board of Directors so determines by vote of a majority of the members of its entire Board, in the event that the Acquisition is not consummated by March 31, 2008, except to the extent that the failure of the Acquisition then to be consummated arises out of or results from the knowing action or inaction of the party seeking to terminate pursuant to this Section 9.01(c).”

 

 

2.               Enforceable Documents.  Except as modified herein, all terms and conditions of the Agreement, and any and all other documents executed or delivered by or on behalf of Summit, Greater Atlantic or SFG in connection with the Agreement, as the same may be supplemented, modified, amended or extended from time to time, are and shall remain in full force and effect.

 

 

3.               Counterparts.  This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, any party hereto may execute this Amendment by signing any such counterpart.

 

 

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Amendment as of the date first written above.

 

SUMMIT FINANCIAL GROUP, INC.

By:            /s/ H. Charles Maddy, III     

Name:        H. Charles Maddy, III

Title:           President and Chief Executive Officer

GREATER ATLANTIC FINANCIAL CORP.

By:              /s/ Carroll E. Amos____                                                               

Name:         Carroll E. Amos

Title:           President and Chief Executive Officer

SFG II, INC.

By:               /s/ H. Charles Maddy, III                                                                

Name:          H. Charles Maddy, III

Title:            President