FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER BETWEEN
BCB BANCORP, INC. AND PAMRAPO BANCORP, INC.
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "Amendment"),
dated as of November 5, 2009, is made and entered into by and between BCB,
Bancorp, Inc., a New Jersey corporation ("BCB"), and Pamrapo Bancorp, Inc., a
New Jersey corporation ("Pamrapo").
WHEREAS, BCB and Pamrapo entered into an Agreement and Plan of Merger,
dated as of June 29, 2009 (the "Agreement") (defined terms not defined herein
shall have the meaning given to them in the Agreement); and
WHEREAS, the parties to the Agreement are authorized to amend the Agreement
to the extent legally allowed; and
WHEREAS, Section 3.34 of the Agreement currently provides that the
affirmative vote of (i) the holders of a majority of the issued and outstanding
shares of Pamrapo is necessary to approve this Agreement and the Merger on
behalf of Pamrapo and (ii) Pamrapo, as the sole stockholder of Pamrapo Bank, is
required to approve the Bank Merger Agreement as such, on behalf of Pamrapo
Bank. No other vote of the stockholders of Pamrapo or any Subsidiary is
required; and
WHEREAS, Section 7.1(a) of the Agreement currently provides that the
Agreement shall be adopted by the affirmative vote of the holders of at least a
majority of the outstanding shares of Pamrapo Common Stock entitled to vote
thereon and by the affirmative vote of the holders of at least a majority of the
shares present in person or by proxy of BCB common stock entitled to vote
thereon as a condition to each party's obligation to effect the Merger; and
WHEREAS, the New Jersey Business Corporation Act requires that the
Agreement be adopted by the affirmative vote of a majority of the votes cast by
the holders of shares of common stock of each of Pamrapo and BCB entitled to
vote thereon; and
WHEREAS, the Boards of Directors of each of the parties to the Agreement
have authorized the execution of this Amendment.
NOW THEREFORE, for valid consideration, the parties hereto agree as
follows:
Amendments to the Agreement.
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Effective as of the date of this Amendment, Section 3.34 of the Agreement
shall be amended and read as follows:
Required Vote. The affirmative vote of (i) a majority of the votes cast by
the holders of shares of Pamrapo Common Stock entitled to a vote thereon is
necessary to approve this Agreement and the Merger on behalf of Pamrapo and (ii)
Pamrapo, as the sole stockholder of Pamrapo Bank, is required to approve the
Bank Merger Agreement as such, on behalf of Pamrapo Bank. No other vote of the
stockholders of Pamrapo or any Subsidiary is required.
Effective as of the date of this Amendment, Section 7.1(a) of the Agreement
shall be amended and read as follows:
"(a) Stockholder Approval. This Agreement shall have been adopted by the
affirmative vote a majority of the votes cast by the holders of shares of
Pamrapo Common Stock entitled to vote thereon and by the affirmative vote of a
majority of the votes cast by the holders of shares of BCB Common Stock entitled
to vote thereon."
[Signatures on next page.]
2
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Amendment as of the date first written above.
BCB BANCORP, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Chairman
Attest: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
PAMRAPO BANCORP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxxx
Title: Chairman
Attest: /s/ Xxxxxxxx Xxxxx
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Xxxxxxxx Xxxxx
[Signature page to Amendment to Agreement and Plan of Merger]
