FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

Exhibit 2.2

FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of April 28, 2011 by and among (i) CHECKSMART FINANCIAL HOLDINGS CORP., a Delaware corporation; (ii) COMMUNITY CHOICE FINANCIAL INC., an Ohio corporation; (iii) CCFI MERGER SUB I INC., a Delaware corporation; (iv) CCFI MERGER SUB II INC., a Delaware corporation; (v) each of the stockholders of the Company identified on the signature pages hereto; (vi) each of CALIFORNIA CHECK CASHING STORES, INC., a California corporation, CALIFORNIA CHECK CASHING STORES II, INC., a California corporation, and CALIFORNIA CHECK CASHING STORES IV, INC., a California corporation; (vii) GOLDEN GATE CAPITAL INVESTMENT FUND II, L.P., a Delaware limited partnership, as the representative of the Seller Parties; (viii) CCCS CORPORATE HOLDINGS, INC., a Delaware corporation; and (ix) CCCS HOLDINGS, LLC, a Delaware limited liability company; and (x) solely for the purposes of Section 11.1(c) of the Merger Agreement, CHECKSMART FINANCIAL COMPANY, a Delaware corporation.

RECITALS

A. The parties hereto are party to that certain Agreement and Plan of Merger, dated as of April 13, 2011 (the “Merger Agreement”).

B. Pursuant to Section 12.7 of the Merger Agreement, the parties hereto desire to amend the Merger Agreement as specifically provided in this Amendment.

AGREEMENT

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements set forth in this Amendment and the Merger Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the parties hereto agrees as follows:

1. Defined Terms.  Unless otherwise defined in this Amendment, initially capitalized words used in this Amendment have the meanings given to them in the Merger Agreement.

2. Amendment to Exhibit 3.4 of Merger Agreement.  Exhibit 3.4 of the Merger Agreement is hereby amended and restated in its entirety to read as set forth on Exhibit 3.4 to this Amendment.

3. Amendment to Schedule 6.4(b) of Merger Agreement.  The table set forth under the heading “Options issued by Checksmart as of the date of this Agreement” on Schedule 6.4(b) of the Buyer Disclosure Schedules to the Merger Agreement is hereby amended and restated in its entirety to read as follows:

Options issued by Checksmart as of the date of this Agreement:

Individual Name		Outstanding Options to Purchase Checksmart Stock
Xxxxxxx X. Xxxxxxxx, Xx.		58,336
Xxxx Xxxxxx		33,721
Xxxxxxx Xxxxxx		21,500
Xxxx X. Xxxxxx		35,454
Xxxxxx Xxxxxxx		2,000
Xxxxx Xxxx		2,000
Xxxxxxxxx Xxxxx		2,000
Greyson Eves		3,244
Xxxxx Xxxxxxxxxxx		3,244

4. Continuance of Merger Agreement; Single Document.  Except as specifically amended by this Amendment, all provisions of the Merger Agreement shall remain in full force and effect.  The Merger Agreement, as amended by this Amendment, shall hereafter be read as a single, integrated document, incorporating the changes effected by this Amendment.

5. Governing Law.  This Amendment will be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to principles of conflicts of law.

6. Counterparts and Facsimile Signatures.  This Amendment may be executed in any number of counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same instrument.  Facsimile and signatures transmitted by other electronic means shall evidence the binding agreement of each of the parties hereto and shall, for all purposes, have the same legal effect as manual signatures.

[REMAINDER OF PAGE BLANK — SIGNATURE PAGES FOLLOW]

2

IN WITNESS WHEREOF, this Amendment has been signed by or on behalf of each of the parties as of the day first above written.

	CHECKSMART FINANCIAL HOLDINGS CORP.
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Secretary
	COMMUNITY CHOICE FINANCIAL INC.
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Secretary
	CCFI MERGER SUB I INC.
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Secretary
	CCFI MERGER SUB II INC.
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Secretary

[Signature Page to First Amendment to Merger Agreement]

	GOLDEN GATE CAPITAL INVESTMENT FUND II, L.P.,
	as a Company Stockholder and as the Seller Representative
	By:	Golden Gate Capital Management II, L.L.C.
	Its:	Authorized Representative
		/s/ Xxxxx Xxxxxxxx
		By:	Xxxxx Xxxxxxx
		Its:	Managing Director
	GOLDEN GATE CAPITAL INVESTMENT FUND II-A, L.P.,
	GOLDEN GATE CAPITAL INVESTMENT FUND II (AI), L.P.,
	GOLDEN GATE CAPITAL INVESTMENT FUND II-A (AI), L.P.,
	GOLDEN GATE CAPITAL ASSOCIATES II-QP, LLC,
	and
	GOLDEN GATE CAPITAL ASSOCIATES II-AI, LLC,
	as Company Stockholders
	By:	Golden Gate Capital Management II, L.L.C.
	Its:	Authorized Representative
		/s/ Xxxxx Xxxxxxxx
		By:	Xxxxx Xxxxxxx
		Its:	Managing Director

[Signature Page to First Amendment to Merger Agreement]

	CCG AV, L.L.C. – Series A,
	CCG AV, L.L.C. – Series C,
	CCG AV, L.L.C. – Series G,
	and
	CCG AV, L.L.C. – Series I,
	as Company Stockholders
	By:	Golden Gate Capital Management, L.L.C.
	Its:	Authorized Representative
		/s/ Xxxxx Xxxxxxxx
		By:	Xxxxx Xxxxxxx
		Its:	Managing Director
	CALIFORNIA CHECK CASHING STORES, INC.
	By:	/s/ Xxxxxxxx Xxxxx
		Name:		Xxxxxxxx Xxxxx
		Title:		President
	CALIFORNIA CHECK CASHING STORES II, INC.
	By:	/s/ Xxxx Xxxxxx
		Name:		Xxxx Xxxxxx
		Title:		President
	CALIFORNIA CHECK CASHING STORES IV, INC.
	By:	/s/ Xxxxxxx Xxxx
		Name:		Xxxxxxx Xxxx
		Title:		President

[Signature Page to First Amendment to Merger Agreement]

	CCCS CORPORATE HOLDINGS, INC.
	By:	/s/ Xxx Xxxxxxxxxx
		Name:	Xxx Xxxxxxxxxx
		Title:
	CCCS HOLDINGS, LLC
	By:	/s/ Xxxxx Xxxxxxx
		Name:	Xxxxx Xxxxxxx
		Title:	President and CFO
	Solely for the purposes of Section 11.1(c) of the Merger Agreement:
	CHECKSMART FINANCIAL COMPANY
	By:	/s/ Xxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxx X. Xxxxx
		Title:	Secretary

[Signature Page to First Amendment to Merger Agreement]

Exhibit 3.4

Options and New Options

Name		Options (Outstanding Options to Purchase Checksmart Stock)		New Options (Options to Purchase Buyer Stock)
Xxxxxxx X. Xxxxxxxx, Xx.		58,336		58,336
Xxxx Xxxxxx		33,721		42,076
Xxxxxxx Xxxxxx		21,500		42,100
Xxxx X. Xxxxxx		35,454		48,824
Xxxxxx Xxxxxxx		2,000		2,000
Xxxxx Xxxx		2,000		2,000
Xxxxxxxxx Xxxxx		2,000		2,000
Greyson Eves		3,244		4,914
Xxxxx Xxxxxxxxxxx		3,244		4,914
Total		161,499		207,164

If the Dividend paid pursuant to Section 7.9 of the Agreement is exactly $125,000,000, then the strike prices of the New Options will be as set forth in the following table; provided, however, that if the Dividend paid pursuant to Section 7.9 of the Agreement is not exactly $125,000,000, then the strike prices of the New Options set forth below will not be valid.

Management Options		# Options (3)		Strike (4)
Time Vesting (1)		40,986		$	52.86
Other Time Options		10,242		$	63.18
Time Vesting (Vested)		61,418		$	36.00
Performance (2)		52,418		$	36.00
Other Performance (2)		42,100		$	49.61

(1) Currently 80% vested (will be fully vested as of 5/1/2011)

(2) Vest upon return of capital to DCP

(3)* Revised # of options equal to current # of options multiplied by ratio (pre-dividend price / post-dividend price)

(4)* Revised strike prices equal to current strike prices divided by ratio (pre-dividend price / post-dividend price)

*Note:  Options in the table above with a strike price of $36.00 have not been adjusted.