0001104659-01-503699 Sample Contracts

FIRST AMENDMENT TO AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 19th, 2001 • National Mercantile Bancorp • State commercial banks

This First Amendment to Agreement and Plan of Reorganization (this “Amendment”) is made and entered into as of December 6, 2001 by and among National Mercantile Bancorp, a California corporation (“NMB”), South Bay Bank, National Association, a national banking association (“SBB”), and Mercantile Interim Bank I, N.A., an interim national bank organized by NMB (“Mercantile Interim”), with reference to the following facts:

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AGREEMENT
Agreement • December 19th, 2001 • National Mercantile Bancorp • State commercial banks • California

This Agreement (this “Agreement”) is entered into as of December 13, 2001, by and among the holders of the Series A 10% Noncumulative Convertible Preferred Stock (the “Series A Preferred”) of South Bay Bank, National Association (“SBB”) whose names are set forth below (each, a “Holder,” and collectively, the “Holders”), SBB and National Mercantile Bancorp, a California corporation (“NMB”). Each initially capitalized term not otherwise defined herein shall have the meaning set forth in the Consolidation Agreement (as defined below).

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