Exhibit 2.1
AMENDMENT NO. 2
TO
AGREEMENT AND PLAN OF
MERGER
This Amendment No. 2, entered
into as of June 2, 2009 (this “Amendment”) to the
Agreement and Plan of Merger, dated as of April 29, 2009, and
as amended on May 29, 2009, among Sapphire Stripe Holdings,
Inc., a Delaware corporation, Sapphire Stripe Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Sapphire
Stripe Holdings, Inc., and I-many, Inc., a Delaware corporation
(the “Merger Agreement”), is entered into by the
parties to the Merger Agreement. Capitalized terms used but not
defined herein shall have the respective meanings specified in the
Merger Agreement.
WHEREAS, Buyer, Transitory
Subsidiary and the Company have entered into the Merger
Agreement;
WHEREAS, Buyer, Transitory
Subsidiary and the Company desire to amend the Merger Agreement as
provided in this Amendment; and
WHEREAS, the respective Boards of
Directors of Buyer, Transitory Subsidiary and the Company have
deemed this Amendment advisable and in the best interests of their
respective companies.
NOW, THEREFORE, in consideration of
the foregoing and the mutual agreements herein made and for other
good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as
follows:
1. Merger Consideration and
Conversion of Securities . Section 2.1(c) of the Merger
Agreement
