EXHIBIT 2(II)
AMENDMENT AGREEMENT
This Amendment Agreement is made and entered into as of this 18th day of
February, 1999 by and among CERTIFIED MORTGAGE ASSOCIATES ("Company"), XXXXX
XXXXX ("Habib"), XXXXXX XXXXXX ("Hunter") and XXXXX XXXXXXX ("Xxxxxxx")
(collectively, "Stockholders"), UNITY BANCORP, INC., a Delaware corporation
("UBI"), and FIRST COMMUNITY BANK (the "Bank").
WHEREAS, the parties hereto are parties to that certain Agreement and Plan
of Merger dated as of December 11, 1998 (the "Merger Agreement");
WHEREAS, the parties hereto have determined that it is in their mutual best
interests to Merger Agreement amend certain of the terms and conditions
contained in the Merger Agreement.
NOW, THEREFORE, in consideration of their representations, warranties and
mutual promises contained herein, the parties hereto agree to amend the Merger
Agreement as follows:
1. Section 1.6 of the Merger Agreement is hereby deleted in its
entirety.
2. Section 2.1 of the Merger Agreement is hereby deleted in its
entirety, and replaced with the following:
"2.1 -- Aggregate Consideration. In consideration for the Merger,
UBI shall pay an amount equal to the sum of $2,800,000 (the "Purchase
Price"). The Purchase Price shall be paid as follows: $1,700,000 will
be paid in cash (the "Cash Purchase Price") and $1,100,000 (the "Stock
Purchase Price") shall be paid in shares of common stock, no par value
of UBI (the "Common Stock"). In calculating the aggregate number of
shares of common stock to which Stockholders shall be entitled in
satisfaction of the Stock Purchase Price, the Stock Purchase Price
will be divided by the fair market value of the Common Stock
determined by the average of the bid and asked price of the Common
Stock for the first 20 trading days in thirty (30) days prior to
closing of the transactions contemplated hereby. Upon the Closing
Date, each outstanding shall of stock shall be converted into the
right to receive a proportionate share of the Cash Purchase Price and
the Stock Purchase Price."
3. Section 3.3(e) of the Merger Agreement is deleted in its entirety,
and replaced with the following: "(e) The Cash Purchase Price by wire, bank
check or other next day funds."
4. Section 3.4 of the Merger Agreement is deleted in its entirety.
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5. Section 8.9 of the Merger Agreement is deleted in its entirety.
6. Except as provided herein, all the terms and conditions of the
Merger Agreement shall remain in full force and effect, unchanged from the
date of the Merger Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
Agreement of this 18th day of February, 1999.
STOCKHOLDERS:
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XXXXX XXXXX
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XXXXXX XXXXXX
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XXXXX XXXXXXX
CERTIFIED MORTGAGE ASSOCIATES, INC.
By:________________________________________
XXXXX XXXXX, President
UNITY BANCORP, INC.
By:________________________________________
XXXXXX X. VAN VOLKENBURGH
Chairman and Chief Executive Officer
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