FIRST AMENDMENT TO MERGER AGREEMENT
Exhibit 2.2
FIRST AMENDMENT TO MERGER AGREEMENT
THIS FIRST AMENDMENT TO MERGER AGREEMENT (this “First Amendment”) is entered into as
of the 20th day of June, 2007, by and among the Persons listed as “Owners” on the signature pages
hereto (collectively the “Owners”). LOS Acquisition Co., a Georgia corporation
(“Acquirer”), Life of the South Corporation, a Georgia corporation (the “Company”)
and N.G. Houston, III as the Stockholder Representative
WHEREAS, each party hereto is a party to that certain Agreement and Plan of Merger dated as
of March 7, 2007 (“Merger Agreement”); and
WHEREAS, the parties desire to amend the Merger Agreement in accordance with Section 11.6
thereof.
NOW, THEREFORE, in consideration of the premises and mutual promises herein made, the Parties
agree as follows:
1. Capitalized Terms. Unless otherwise defined in this First Amendment, all
capitalized terms used herein shall have the meanings ascribed to such terms in the Merger
Agreement.
2. Option Cash Out.
(a) Section 3.4(a)(i) hereby is revised to read in its entirety as follows:
“(i) Cash out all of the outstanding Options held at that time by N.G.
Houston III, Xxxxxx X. Xxxxxx, Xxxx X. Xxxxxxx and Xxxxxxxx Xxxxxx, 5,000
outstanding Options held at that time by Xxxxxxx Xxxxxxxx Xxxxxxx and 10,000
outstanding Options held at that time by Xxxxxxx Xxxxxxxxx under the Life of
the South Corporation Key Employees Stock Option Plan (1995); and”.
3. Counterparts. This First Amendment may be executed in one or more counterparts
(including by means of facsimile), each of which shall be deemed an original but all of which
together will constitute one and the same instrument. Delivery of an executed counterpart of a
signature page to this First Amendment by facsimile shall be effective as delivery of an
originally executed counterpart to this Agreement.
4. Effect of First Amendment. Except as set forth in this First Amendment, the terms
and provisions of the Merger Agreement (a) are hereby ratified and confirmed, and (b) shall be and
remain in full force and effect.
BALANCE OF PAGE INTENTIONALLY LEFT BLANK
IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first
above written.
OWNERS: SUMMIT PARTNERS PRIVATE EQUITY FUND VII-A, L.P. |
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By: | Summit Partners PE VII, L.P. | |||
Its General Partner | ||||
By: | Summit Partners PE VII, LLC | |||
Its General Partner | ||||
By: | [Illegible] | |||
Member | ||||
SUMMIT PARTNERS PRIVATE EQUITY FUND VII-B, L.P. |
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By: | Summit Partners PE, VII, L.P. | |||
Its General Partner | ||||
By: | Summit Partners PE VII, LLC | |||
Its General Partner | ||||
By: | [Illegible] | |||
Member | ||||
SUMMIT SUBORDINATED DEBT FUND III-A, L.P. |
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By: | Summit Partners SD III, L.P. | |||
Its General Partner | ||||
By: | Summit Partners SD III, LLC, | |||
Its General Partner | ||||
By: | [Illegible] | |||
Member | ||||
Signature Page — First Amendment to Merger Agreement
SUMMIT SUBORDINATED DEBT FUND III-B, L.P. |
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By: | Summit Partners SD III, L.P. | |||
Its General Partner | ||||
By: | Summit Partners SD III, LLC, | |||
Its General Partner | ||||
By: | [Illegible] | |||
Member | ||||
SUMMIT INVESTORS VI, L.P. |
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By: | Summit Partners VI (GP), L.P. | |||
Its General Partner | ||||
By: | Summit Partners VI (GP), LLC | |||
Its General Partner | ||||
By: | [Illegible] | |||
Member | ||||
Signature Page — First Amendment to Merger Agreement
LOS ACQUISITION CO: LOS ACQUISITION CO. |
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By: | [Illegible] | |||
Name: | ||||
Title: | ||||
COMPANY: LIFE OF THE SOUTH CORPORATION |
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By: | /s/ Xxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxx | |||
Title: | President | |||
STOCKHOLDER REPRESENTATIVE: |
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/s/ N. G. Houston, III | ||||
N. G. HOUSTON, III | ||||
Signature Page — First Amendment to Merger Agreement