EXHIBIT 2.1
AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION (this
"Amendment"), dated as of December 6, 2007, is made and entered into by and
among SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation ("Summit"),
GREATER ATLANTIC FINANCIAL CORP., a Delaware corporation ("Greater Atlantic")
and SFG II, INC., a West Virginia corporation ("SFG").
WHEREAS, Summit and Greater Atlantic entered into an Agreement
and Plan of Reorganization dated as of April 12, 2007 (the "Agreement"); and
WHEREAS, SFG became a party to the Agreement by executing that
certain Supplement for Merger Sub Accession to Merger Agreement dated October
22, 2007; and
WHEREAS, pursuant to the terms of the Agreement Greater
Atlantic will be merged into SFG with SFG surviving the merger (the "Merger");
and
WHEREAS, the Agreement provides that the Board of Directors of
Greater Atlantic or Summit may terminate the Agreement in the event the Merger
is not consummated by December 31, 2007; and
WHEREAS, pursuant to Section 10.02 of the Agreement, Summit,
Greater Atlantic and SFG have agreed to amend Section 9.01(c) of the Agreement
to extend the date on which the Agreement may be terminated if the Merger is not
consummated to March 31, 2008.
NOW THEREFORE, for valid consideration, the parties hereto
agree as follows:
1. Amendment to the Agreement. Effective as of the date of
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this Amendment, Section 9.01(c) of the Agreement is amended to read as follows:
"(c) Delay. At any time prior to the Effective Time, by Summit
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or GFAC, if its Board of Directors so determines by vote of a majority of the
members of its entire Board, in the event that the Acquisition is not
consummated by March 31, 2008, except to the extent that the failure of the
Acquisition then to be consummated arises out of or results from the knowing
action or inaction of the party seeking to terminate pursuant to this Section
9.01(c)."
2. Enforceable Documents. Except as modified herein, all terms
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and conditions of the Agreement, and any and all other documents executed or
delivered by or on behalf of Summit, Greater Atlantic or SFG in connection with
the Agreement, as the same may be supplemented, modified, amended or extended
from time to time, are and shall remain in full force and effect.
3. Counterparts. This Amendment may be executed in any number
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of counterparts, all of which taken together shall constitute one and the same
instrument, any party hereto may execute this Amendment by signing any such
counterpart.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Amendment as of the date first written above.
SUMMIT FINANCIAL GROUP, INC.
By: /s/ H. Xxxxxxx Xxxxx, III
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Name: H. Xxxxxxx Xxxxx, III
Title: President and Chief Executive Officer
GREATER ATLANTIC FINANCIAL CORP.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President and Chief Executive Officer
SFG II, INC.
By: /s/ H. Xxxxxxx Xxxxx, III
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Name: H. Xxxxxxx Xxxxx, III
Title: President
[Signature page to Amendment to Agreement and Plan of Reorganization]
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