Contract
Exhibit 2.1
000 Xxxxxx Xxxxxxx Xxxx Ÿ P.O. Box 2887 X Xxxx, PA 17405-2887 Ÿ 000.000.0000 Ÿ Fax 000.000.0000 Ÿ xxx.xxxxxxxxxxxxxx.xxx |
December 9, 2014
Re: Agreement and Plan of Merger dated July 22, 2014
Madison Bancorp, Inc.
0000 Xxxxxxx’x Xxxxxx Xx., Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxx, President & CEO
Dear Xxxx:
We are writing to confirm that, pursuant to Section 9.1 of that certain Agreement and Plan of Merger by and among Madison Bancorp, Inc. (“Madison”), CVLY Corp. (“CVLY”) and Codorus Valley Bancorp, Inc. (“Codorus”), dated July 22, 2014 (the “Agreement”), Xxxxxxx, CVLY and Xxxxxxx agree that the Closing Date, as defined in the Agreement, will be January 16, 2015. CVLY and Xxxxxxx further agree and acknowledge that all conditions precedent set forth in Sections 7.1 and 7.2 of the Agreement have been satisfied as of the date hereof, except that the covenant set forth in Section 2.1(f) has not been satisfied, and Xxxxxxx further agrees and acknowledges that all conditions precedent set forth in Sections 7.1 and 7.3 of the Agreement have been satisfied as of the date hereof, except that the covenant set forth in Section 6.11 has not been satisfied. Each of Xxxxxxx, on the one hand, and CVLY and Xxxxxxx, on the other hand, agrees that, upon the performance of the covenant to be performed by the other party(ies) described in the preceding sentence, it will consummate the Closing, as defined in the Agreement, unless, between the date hereof and January 16, 2015, there has been a willful breach by the other party(ies) of a representation, warranty or covenant contained in the Agreement.
Sincerely, | ||
CODORUS VALLEY BANCORP, INC. | ||
By: | /s/ Xxxxx X. Xxxxxx | |
Xxxxx X. Xxxxxx President & CEO |
December 2, 2014
Page 2
CVLY CORP. | ||
By: | /s/ Xxxxx X. Xxxxxx | |
Xxxxx X. Xxxxxx President & CEO |
Accepted and agreed this 9th day of December, 2014.
MADISON BANCORP, INC.
By: | /s/ Xxxxxxx X. Xxxxx |
Xxxxxxx X. Xxxxx, President & CEO |