AMENDMENT NO. 2 to MERGER AGREEMENT
EXHIBIT 2.1
AMENDMENT NO. 2 to MERGER AGREEMENT
This Amendment No. 2 to Merger Agreement (this “Amendment”), dated as of November 5, 2020 (the “Amendment Date”), is entered into by and among (i) Healthcare Solutions Management Group, Inc., a Delaware corporation and successor in interest to Verity Delaware Inc., a Delaware corporation which was previously a Nevada corporation named Verity Corp. (“HSMG”), (ii) Verity Merger Corp., a Delaware corporation and a wholly owned subsidiary of HSMG (“Merger Sub”) and (iii) Healthcare Solutions Holdings, Inc., a Delaware corporation (“HSH”). HSMG, Merger Sub and HSH may be collectively referred to herein as the “Parties” and individually as a “Party.”
WHEREAS, the Parties are all of the parties to that certain Merger Agreement, dated as of June 14, 2019, as amended by Amendment No. 1 to Merger Agreement, dated as of August 25, 2020 (as so amended, the “Original Agreement”) and now desire to amend the Original Agreement as set forth herein, and pursuant to Section 9.02 of the Original Agreement the Parties may amend the Original Agreement in writing;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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| 1. | Amendments. Pursuant to Section 9.02 of the Original Agreement, the Original Agreement is hereby amended as follows: |
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| (a) | The date “September 30, 2020” in Section 7.03(g) of the Original Agreement is hereby amended to be “December 31, 2020”. |
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| (b) | The defined term “HSH” in Section 4.06 of the Original Agreement is hereby amended to be “HSMG”. |
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| 2. | Acknowledgement and Waiver. The Parties each acknowledge and agree that HSMG and HSH are each in the process of amending their respective fiscal years so that the fiscal year for each of HSMG and HSH shall end on September 30 of each year and that, with respect to HSH, such change requires an amendment of the Bylaws of HSH (the “Fiscal Year End Change”). To the extent that the Fiscal Year End Change as applicable to each of HSMG and HSH would be deemed to conflict with any provision, covenant, representation or warranty set forth in the Original Agreement (as amended herein), each of the Parties hereby waives compliance with the Original Agreement (as amended herein) with respect thereto. |
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| 2. | Remainder in Force. Other than as amended herein, the Original Agreement shall remain in full force and effect until terminated in accordance with its terms. Any reference in the Original Agreement to the “Agreement” shall now be deemed a reference to the Original Agreement as amended by this Amendment. |
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| 3. | Miscellaneous. |
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| (a) | Defined terms used herein without definition shall have the meanings given in the Original Agreement. The headings in this Amendment are for reference only and shall not affect the interpretation of this Amendment. |
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| (b) | This Amendment and the rights and obligations of the Parties shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction). |
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| (c) | This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment. |
[Signatures appear on following page]
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the Amendment Date.
| Healthcare Solutions Holdings, Inc. | |||
| By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | ||
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| Name: | ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ | |
| Title: | Vice President | ||
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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| Title: | Chief Executive Officer |
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| Verity Merger Corp. |
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ |
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| Title: | Chief Executive Officer |
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