EXHIBIT 2.1
FIRST AMENDMENT TO
AGREEMENT OF
MERGER
THIS FIRST
AMENDMENT TO AGREEMENT OF MERGER (hereinafter sometimes referred to
as the “Amendatory Agreement”), dated as of the 16th
day of June, 2009, by and among PREMIER FINANCIAL BANCORP, INC.
(“Premier”), ABIGAIL ADAMS NATIONAL BANCORP, INC.
(“Adams”) and AANB ACQUISITION CORP. (“Interim
Company”);
W I T
N E S S E T H:
WHEREAS, Premier
and Adams have entered into an Agreement of Merger dated as of
December 30, 2008 (the “Agreement”) which has been
adopted by Interim Company by Adoption Agreement dated as of
January 27, 2009 (the “Adoption Agreement’); and
WHEREAS, Section
8.1 of the Agreement, captioned “Grounds for
Termination”, provides that the Agreement and the
transactions contemplated thereby may be terminated at any time
prior to the Closing Date (as defined in the Agreement) upon
occurrence of various events, including, as set forth in Subsection
(j) of Section 8.1, by either Adams or Premier if the Closing does
not occur on or before June 30, 2009 unless extended by mutual
agreement in writing; and
WHEREAS, Adams, Premier and Interim Company
wish to extend the date by which Closing must occur to September
30, 2009; and
WHEREAS, Section
6(d) of the Agreement, captioned “Conditions
Precedent”, provides that consummation of the merger is
conditioned upon certain conditions, including, as set forth in
Subsection (d) of Section 6, that Premier shall have completed the
issuance to the United States Treasury of $24,000,000 of Premier
Preferred Stock and warrants related thereto pursuant to the CPP,
and Section 8.1 of the Agreement, captioned “Grounds for
Termination”, provides that the Agreement and the
transactions contemplated thereby may be terminated at any time
prior to the Closing Date upon
