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Exhibit 2.1
AMENDMENT NO. 2
TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO STOCK PURCHASE
AGREEMENT, is entered into as of the 31 st day of March, 2009, between
Vineyard National Bancorp (the “ Seller ”) and
Vineyard Bancshares, Inc., a Minnesota corporation (the “
Buyer ”).
W I T N E S S E T H :
WHEREAS, Seller and Buyer entered into a Stock
Purchase Agreement dated as of the 12th day of November, 2008 (the
“ Original Agreement ”);
WHEREAS, Section 14.1(b) of the Original
Agreement provides that the Original Agreement may be terminated
and the transactions contemplated by the Original Agreement
abandoned at any time by Buyer or Seller prior to the Closing Date
(as the term “Closing Date” is defined in the Original
Agreement) if the condition set forth in Section 9.8 of the
Original Agreement shall not have been satisfied within one hundred
five (105) days after execution of the Original Agreement;
WHEREAS, by entering into Amendment No. 1 to
Stock Purchase Agreement dated as of March 10, 2009 by and between
Seller and Buyer (“ Amendment No. 1 ”), Buyer
and Seller amended the Original Agreement to exten
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