|
EXHIBIT 2.2
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:
|
“(a)
Except
as provided in Subsection (d) hereof, each Seller Share shall,
by virtue of the Merger, be converted into the right to
receive cash in the amount of the Per
| 
