Agreement to Merge and Plan of Reorganization Sample Contracts

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LETTERHEAD OF SANTORO, DRIGGS, WALCH, KEARNEY, JOHNSON & THOMPSON] July 14, 2005
Agreement to Merge and Plan of Reorganization • July 15th, 2005 • Community Bancorp • National commercial banks

We have acted as special Nevada counsel to Community Bancorp, a Nevada corporation (the “Company”), Community Bank of Nevada, a Nevada corporation (the “Bank”) which is a wholly owned subsidiary of the Company, and the Bank of Commerce, a Nevada corporation (the “Seller”), in connection with the transactions contemplated by the Agreement to Merge and Plan of Reorganization dated May 19, 2005 (the “Agreement”), among the Company, the Bank, and the Seller. We have also acted as special Nevada counsel to the Company in connection with the Form S-4 Registration Statement of Community Bancorp (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission (the “Commission”).

LETTERHEAD OF SANTORO, DRIGGS, WALCH, KEARNEY, JOHNSON & THOMPSON] August 31, 2006
Agreement to Merge and Plan of Reorganization • August 31st, 2006 • Community Bancorp • National commercial banks

We have acted as special Nevada counsel to Community Bancorp, a Nevada corporation (the “Company”) and Community Bank of Nevada, a Nevada corporation (the “Bank”) which is a wholly owned subsidiary of the Company, in connection with the transactions contemplated by the Agreement to Merge and Plan of Reorganization dated June 28, 2006 (the “Agreement”), among the Company and Valley Bancorp (“Seller’). This opinion letter is provided pursuant to the requirements of Section 8.1(g) of the Agreement. Unless otherwise stated herein, initial capitalized terms used herein have the meanings assigned to them in the Agreement.

FIRST AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATION
Agreement to Merge and Plan of Reorganization • February 6th, 2008 • Belvedere SoCal • National commercial banks • California

THIS FIRST AMENDMENT TO THE AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the “First Amendment”) is entered into as of September 4, 2007, between Belvedere SoCal, a company organized under the laws of California (“SoCal”), being located in San Francisco, California, and Spectrum Bank, a banking company organized under the laws of California (“Seller”), located in Irvine, California.

SECOND AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATION
Agreement to Merge and Plan of Reorganization • February 6th, 2008 • Belvedere SoCal • National commercial banks • California

THIS SECOND AMENDMENT TO THE AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the “Second Amendment”) is entered into as of January 30, 2008, between Belvedere SoCal, a company organized under the laws of California (“SoCal”), being located in San Francisco, California, and Spectrum Bank, a banking company organized under the laws of California (“Seller”), located in Irvine, California.

FIRST AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATION
Agreement to Merge and Plan of Reorganization • May 1st, 2007 • Belvedere SoCal • National commercial banks • California

THIS FIRST AMENDMENT TO THE AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the “First Amendment”) is entered into as of April 23, 2007, among Belvedere SoCal, a company organized under the laws of California (“SoCal”), being located in San Francisco, California, and Professional Business Bank, a banking company organized under the laws of California (“Seller”), located in Pasadena, California and joined in by Belvedere Capital Fund II L.P., a Delaware limited partnership (“Fund”).

SECOND AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATION
Agreement to Merge and Plan of Reorganization • August 28th, 2007 • Belvedere SoCal • National commercial banks

THIS SECOND AMENDMENT TO AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the “Second Amendment”) is entered into as of August 7, 2007, among Belvedere SoCal, a company organized under the laws of California (“SoCal”), located in San Francisco, California, and Professional Business Bank, a banking company organized under the laws of California (“Seller”), located in Pasadena, California and joined in by Belvedere Capital Fund II L.P., a Delaware limited partnership (“Fund”).

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