Exhibit 2.1
AMENDMENT NO. 2 TO AGREEMENT
AND PLAN OF REORGANIZATION
This Amendment No. 2 to Agreement
and Plan of Reorganization (the “Amendment”) is made
and entered into as of the 19th day of May, 2006, by and among
Optio Software, Inc. (“Optio”), Optio Software II, Inc.
(“Merger Sub”) by Optio as a successor-in-interest,
VertiSoft Corporation (“VertiSoft”) by Optio as a
successor-in-interest, and Donald H. French (“French”),
on behalf of himself and pursuant to Section 11.12 of the Agreement
(as defined below), on behalf of all the Other Shareholders (as
defined in the Agreement).
RECITALS :
WHEREAS, Optio, Merger Sub,
VertiSoft and all the shareholders of VertiSoft (the
“Shareholders”) entered into that certain Agreement and
Plan of Reorganization dated as of August 10, 2004, as amended by
Amendment No. 1 to Agreement and Plan of Reorganization dated as of
August 1, 2005 (the “Agreement”);
WHEREAS, pursuant to the Agreement,
at the Closing, Merger Sub merged into VertiSoft with VertiSoft
surviving such merger and VertiSoft thereafter became a
wholly-owned subsidiary of Optio;
WHEREAS, subsequent to the Closing,
VertiSoft merged into Optio with Optio surviving such
merger;
WHEREAS, the parties hereto desire
to amend the Agreement in accordance with the terms and conditions
contained herein;
WHEREAS, Optio, as
successor-in-interest to Merger Sub and VertiSoft pursuant to the
above-described mergers, by executing this Amendment is executing
this Amendment on behalf of Merger Sub and VertiSoft;
and
WHEREAS, pursuant to Section 11.12
of the Agreement, French may act unilaterally on behalf of the
Other Shareholders with respect to the matters set forth herein and
pursuant to Section 11.12 of the Agreement is executing this
Amendment on behalf of the Other Shareholders.
NOW, THEREFORE, for and in
consideration of the foregoing premises and of the mutual
agreements, promises and covenants contained herein and in the
Agr
