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Exhibit 2.1
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"First
Amendment") is made and entered into this 24th day of September,
2007, by and
between IBT Bancorp, Inc., a Michigan financial services holding
company
("IBT"), and Greenville Community Financial Corporation, a
Michigan bank holding
company ("GCFC") (sometimes hereinafter collectively referred to
as "the
parties").
RECITALS
A. The parties have entered into that certain Agreement and Plan
of Merger
having an effective date of August 21, 2007 (the "Agreement")
with respect
to the merger of GCFC with and into IBT as described with
particularity in
the Agreement.
B. The parties now desire to modify certain terms and conditions
of the
Agreement as more particularly provided in this First
Amendment.
NOW THEREFORE, in consideration of the mutual covenants and
agreements
contained in the Agreement and in this First Amendment and other
good and
valuable consideration, the receipt and sufficiency of which are
hereby
acknowledged, the parties hereby agree as follows:
AGREEMENT
1. Defined Terms. All capitalized terms used herein and not
otherwise
defined herein shall have the meanings given to them in the
Agreement.
2. Revised Exchange Ratio and Merger Consideration. The parties
desire to
revise the Exchange Ratio and Merger Consideration to provide
that in the
Merger, GCFC shareholders shall receive a combination of cash
and IBT Common
Stock in exchange for their GCFC Common Stock instead of
receiving solely IBT
Common Stock for their GCFC Common Stock. To effect this
revision, the parties
have agreed to delete the third paragraph of the Preamble, the
definitions of
"Exchange Ratio" and "Merger Consideration" in Section 1.1,
Section 8.9 and
Exhibit G, and replace each paragraph with the following
provisions:
DELETED:
THIRD PARAGRAPH OF THE PREAMBLE:
WHEREAS, in accordance with the terms of this Agreement, GCFC
will merge
with IBT with IBT as the surviving entity (the "Merger").
Concurrently,
shareholders of GCFC shall exchange their shares of GCFC for
shares of IBT;
ADDED:
THIRD PARAGRAPH OF THE PREAMBLE:
WHEREAS, in accordance with the terms of this Agreement, GC
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