Exhibit 2.1
AMENDMENT #1
TO
AGREEMENT AND PLAN OF REORGANIZATION
THIS
AMENDMENT #1 TO AGREEMENT AND PLAN OF REORGANIZATION (this
“Amendment”) dated as of October 1, 2009 is
entered into by and among Steel Vault Corporation, a Delaware
corporation (“Company”), VeriChip Corporation, a
Delaware corporation (“Acquiror”) and VeriChip
Acquisition Corp., a Delaware corporation
(“MergerCo”).
WHEREAS, Acquiror, Company and MergerCo entered
into that certain Agreement and Plan of Reorganization dated
September 4, 2009 (the “Agreement”) in connection
with the potential combination of the Company and
Acquiror;
WHEREAS, the Company Special Committee and the
Acquiror Special Committee recommended to the Company Board and the
Acquiror Board, respectively, that the merger consideration be
changed to reflect cash payment in lieu of fractional shares of
Acquiror Common Stock, rather than rounding up to the nearest whole
number of shares, as originally contemplated under the Agreement,
and the Company Board and the Acquiror Board have each determined
that a modification to the Agreement in this regard is appropriate;
and
WHEREAS, the definitions of certain capitalized
terms used herein shall be as set forth in the Agreement except as
revised herein.
NOW,
THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Modifications to the
Agreement . The below-indicated sections of the Agreement are
modified as follows.
(a) Section 3.4(a) of the
Agreement is hereby amended by deleting the existing language in
its entirety and inserting the following therefore:
Exchange Agent
. Not less than three
(3) Business Days prior to the Closing Date, Acquiror shall
designate a bank or trust company reasonably acceptable to the
Company to act as exchange agent in connection with the Merger (the
“ Exchange Agent ”) for the purpose of
exchanging certificates that immediately prior to the Effective
Time represented shares of Company Common Stock for the applicable
Merger Consideration. At or prior to the Effective Time, Acquiror
shall deposit with the Exchange Agent, for the benefit of the
holders of Company Common Stock, certificates or, at
Acquiror’s option, evidence of shares in book-entry form,
representing shares of Acquiror Common Stock in such denominations
as the Exchange Agent may reasonably specify, and cash sufficient
to make payments in lieu of fractional shares pursuant to
Section 3.4(c). All such certificates (or evidence of
book-entry form, as the case may be) for shares of Acquiror Common
Stock so deposited, together with any dividends or distributions
with respect thereto, and cash deposited with the Exchange Agent is
hereinafter referred to as the “ Exchange Fund
.”
(b) Section 3.4(b)(2) of
the Agreement is hereby amended by deleting the existing language
in its entirety and inserting the following therefore:
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