AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
Exhibit 2.2
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1, dated as of February 10, 2014 (the “Amendment”), to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 6, 2014, by and among Reverse Mortgage Investment Trust Inc., a Maryland corporation (the “Parent”), RMF Merger Sub LLC., a Delaware limited liability company and a wholly-owned subsidiary of the Parent (“Merger Sub”), Reverse Mortgage Funding LLC, a Delaware limited liability company (the “Company”) and each of the members of the Company listed on Exhibit A attached thereto (each, a “Member” and collectively, the “Members”). Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Merger Agreement.
RECITALS
WHEREAS, the parties have entered into the Merger Agreement with respect to the proposed merger of Merger Sub with and into the Company, with the Company surviving the merger, in accordance with Section 18-209 of the Delaware Limited Liability Company Act;
WHEREAS, the parties desire to amend and restate Exhibit A to the Merger Agreement, in its entirety, in accordance with the terms hereof;
NOW, THEREFORE, pursuant to Section 7.01 of the Merger Agreement, the parties, intending to be legally bound, hereby agree that the Merger Agreement is hereby amended by replacing Exhibit A of the Merger Agreement, in its entirety, with the Exhibit A attached hereto as Schedule I.
1.1 Governing Law. This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.
1.2 Merger Agreement Otherwise in Full Force and Effect. Except as provided herein, all provisions, terms and conditions of the Merger Agreement shall remain in full force and effect, including, without limitation, each Member’s certification as to accredited investor status on such Member’s signature page to the Merger Agreement and the accompanying Exhibit B certification for AI Members, as applicable. From and after the date hereof, all references to the Merger Agreement shall mean the Merger Agreement as amended by this Amendment.
1.3 Multiple Counterparts. This Amendment may be executed in multiple counterparts. If so executed, all of such counterparts shall constitute but one agreement, and, in proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart. To facilitate execution of this Amendment, the parties may execute and exchange by facsimile or electronic mail PDF copies of counterparts of the signature pages.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
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REVERSE MORTGAGE INVESTMENT TRUST INC. | |
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By: |
/s/ Xxxxx Xxxx |
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Name: |
Xxxxx Xxxx |
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Title: |
Chief Executive Officer |
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RMF MERGER SUB LLC | |
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By: |
/s/ St. Xxxx Xxxxxx |
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Name: |
St. Xxxx Xxxxxx |
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Title: |
Chief Financial Officer |
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REVERSE MORTGAGE FUNDING LLC | |
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By: |
/s/ Xxxxxx Xxxxxx |
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Name: |
Xxxxxx Xxxxxx |
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Title: |
Chief Operating Officer |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxx X. Xxxx |
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Name: Xxxxx X. Xxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxx X. Xxxxxx |
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Name: Xxxxxx X. Xxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxx X. XxXxxxxx |
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Name: Xxxxxx X. XxXxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxx Xxxxx |
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Name: Xxxxx Xxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxx Xxxxxxxx |
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Name: Xxx Xxxxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxx Xxxxxxxx |
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Name: Xxxxx Xxxxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxx Xxxxx |
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Name: Xxxxx Xxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Name: Xxxxxx Xxxxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxxx Xxxxx |
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Name: Xxxxxxx Xxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxx Xxxxx |
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Name: Xxxxx Xxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxx X. Xxxxx |
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Name: Xxxx X. Xxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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BBRO Holdings, LLC | |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
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Title: CEO |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxx Xxxxxx |
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Name: Xxxxx Xxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxxx X. Xxxxxx |
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Name: Xxxxxxx X. Xxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxxx Xxxxxxxxx |
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Name: Xxxxxxx Xxxxxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxxx Xxxxxx |
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Name: Xxxxxxx Xxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxxx X. Xxxxxxxxx |
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Name: Xxxxxxx X. Xxxxxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ St. Xxxx Xxxxxx |
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Name: St. Xxxx Xxxxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxx Xxxx |
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Name:Xxxxxx Xxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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PENSCO Trust Company FBO Xxxx X. O’Xxxx XXX | |
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By: |
/s/ Xxxx X. X’Xxxx |
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Name: Xxxx X. X’Xxxx |
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Title: Owner |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxx X. X’Xxxx |
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Name: Xxxx X. X’Xxxx |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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RR Fund Holdings, LLC | |
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By: |
/s/ Xxxxxx Xxxx |
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Name: Xxxxxx Xxxx |
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Title: Managing Member |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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Quadrant Management, Inc. | |
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By: |
/s/ Xxx Xxxxxxx |
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Name: Xxx Xxxxxxx |
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Title: Principal |
[Signature page to Amendment No. 1]
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above written.
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By: |
/s/ Xxxxxx Xxxxxxxx |
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Name:Xxxxxx Xxxxxxxx |
[Signature page to Amendment No. 1]
