EXHIBIT 2.3
AMENDMENT
TO
AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT is made the 27th day of February, 2004, and amends that
certain Agreement and Plan of Merger dated July 17, 2003 by and among SUMMIT
FINANCIAL SERVICES GROUP, INC., a Florida corporation (f/k/a SUMMIT FINANCIAL
HOLDING GROUP, INC.) ("Holding Company"), SUMMIT BROKERAGE SERVICES, INC., a
Florida corporation ("Company") and SUMMIT TRANSITORY SUB, INC., a Florida
corporation ("Transitory Sub") ("Merger Agreement").
Section 1.8 of the Merger Agreement is amended in its entirety as follows,
as approved by the Board of Directors of the Holding Company and the Company
pursuant to Section 7.3 of the Merger Agreement:
"1.8 Effective Date. Subject to and upon satisfaction of all requirements
of law and other conditions contained in this Agreement, the Merger shall become
effective on the date stated in the Articles of Merger, and if no such date is
stated therein, then on the date the Articles of Merger are filed with the
Florida Department of State (the "Effective Date").
Except as amended herein, all other provisions of the Merger Agreement
remain unchanged.
Dated: February 27, 2004.
SUMMIT BROKERAGE SERVICES, INC.
By:
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Xxxxxxxx X. Xxxxx, Chairman and
Chief Executive Officer
SUMMIT FINANCIAL SERVICES GROUP, INC.
By:
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Xxxxxxxx X. Xxxxx, Chairman and
Chief Executive Officer
