AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT
Exhibit 2.1
AMENDMENT
NO. 2
TO
THIS
AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT, is entered into as of the 31st 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 extend to
March 31, 2009 the time to comply with the condition set forth in Section 9.8
and to modify the conditions set forth in Sections 9.8 and 9.10 of the Original
Agreement; and
WHEREAS,
Buyer and Seller again want to amend the Original Agreement, as amended by
Amendment No. 1, to provide additional time for the condition set forth in
Section 9.8 of the Original Agreement, as amended by Amendment No. 1, to be
satisfied.
NOW,
THEREFORE, in consideration of the premises set forth herein, in the Original
Agreement and in Amendment No. 1, and further in consideration of the mutual
covenants set forth herein, in the Original Agreement and in Amendment No. 1,
Buyer and Seller hereby agree as follows:
1. Amendment
to Section 14.1(b). Section 14.1(b) of the Original Agreement,
as amended by Amendment No. 1, is hereby further amended to read in its entirety
as follows:
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(b)
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by
the Buyer or the Seller if the condition set forth in Section 9.8 shall
not have been satisfied on or before 5:00 p.m., Pacific Time, on May 22,
2009;
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2. Continuing
Effect of Original Agreement. Except as expressly amended by
this Amendment No. 2, the terms and provisions of the Original Agreement,
as amendment by Amendment No. 1, shall remain in full force and
effect.
(Signature
page follows.)
IN
WITNESS WHEREOF, Seller and Buyer have executed and delivered to the other party
this Amendment No. 2 effective as of the day and year first above
written.
BUYER: SELLER:
VINEYARD
BANCSHARES, INC. VINEYARD
NATIONAL BANCORP
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By: /s/Xxxxxxx X.
Xxxxx
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By: /s/Xxxx X. Xxxxx | |
| Signature | Signature | |
| Xxxxxxx X. Xxxxx | Xxxx X. Xxxx | |
| Name Typed or Printed | Name Typed or Printed | |
| Its: Chairman | Its: President and Chief Executive Officer | |
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Title
Typed or Printed
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Title Typed or Printed |
