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Exhibit 10.1
MUTUAL TERMINATION AGREEMENT
This MUTUAL TERMINATION AGREEMENT is entered into as of December
15, 2008 (this “Agreement”), by and among Summit
Financial Group, Inc., a West Virginia corporation
(“Summit”), SFG II, Inc., a West Virginia corporation
(“SFG”), and Greater Atlantic Financial Corp., a
Delaware corporation (“GAFC”).
RECITALS
WHEREAS, Summit, SFG and GAFC are parties to that certain Agreement
and Plan of Reorganization dated as of June 9, 2008 (the
“Reorganization Agreement”) (capitalized terms used
herein but not otherwise defined herein shall have the meanings
ascribed to them in the Reorganization Agreement); and
WHEREAS, Section 9.1(a) of the Reorganization Agreement provides
that Summit, SFG and GAFC may mutually terminate the Reorganization
Agreement; and
WHEREAS, the respective board of directors of Summit, SFG and GAFC
have determined it is in the best interests of their respective
corporations and stockholders to mutually terminate the
Reorganization Agreement as provided herein effective immediately
upon execution of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the agreements
set forth herein, and intending to be legally bound
hereby, the parties mutually agree as follows:
1. Termination
of Reorganization Agreement. Summit, SFG and GAFC each
hereby agree to terminate the Reorganization Agreement effective
immediately upon the execution of this Agreement.
2. Effect
of Termination; Mutual Discharge and Release. Each party
hereto, on behalf of itself and, to the fullest extent permitted by
law, its affiliates, subsidiaries, directors, officers,
stockholders, employees, agents, financial and legal advisors and
other representatives, and the successors and assigns of each of
them (each, a “Releasing Party”), hereby fully, finally
and forever releases and discharges each other party hereto and
each of their respective affiliates, subsidiaries, directors,
officers, stockholders, employees, agents, financial and legal
advisors and other representatives, and the successors and assigns
of each of them, from any and all liabilities and obligations,
claims, causes of action and suits of whatever kind or character,
joint or several, at law or in equity, whether arising under any
United States federal, state or local law, or otherwise, that any
Releasing Party has or has had, whether known or unknown, accrued
or unaccrued and arising out of, relating to, or in
connection with the
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