EXHIBIT 2.2
AMENDMENT TO STOCK EXCHANGE AGREEMENT
AND PLAN OF REORGANIZATION
THIS AMENDMENT TO STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
(hereinafter referred to as the "Amendment") is made and entered into as of the
25th day of November, 1997, by and among THE PROVIDENCE SERVICE CORPORATION, a
Delaware corporation (the "Company"), PARENTS AND CHILDREN TOGETHER, INC., an
Arizona corporation ("PACT"), ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇ ("RMG"), and ▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇▇▇ in their individual capacities (individually a "Stockholder" and
collectively the "Stockholders") and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇").
The parties entered into that certain Stock Exchange Agreement and Plan of
Reorganization on February 5, 1997 (the "Agreement"), Section 1.4 of the
Agreement, entitled "Unwind Agreement", provides that ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇, either alone or jointly, shall have the option to trigger
an unwind of the Agreement ("Unwind Option") upon certain terms and conditions,
Section 1.5 of the Agreement entitled "Operation of the Company and Acquisition
Corp." provides that the Company and PACT shall operate as separate entities,
etc. Section 1.6 of the Agreement entitled "Election of Directors" requires RMG
and ▇▇▇▇▇▇▇▇ to vote their shares in the Company in a specified manner. Section
1.7 of the Agreement relates to loans to the Company made and to be made by
▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ has loaned the Company $100,000 pursuant to Section 1.7 as
evidenced by a Promissory Note in that amount dated May 1, 1997 (the "▇▇▇▇▇▇▇▇
Note").
The Company is in the process of obtaining venture capital financing which
will be conditioned upon the elimination of the Unwind Option and the
cancellation of said Sections 1.5, 1.6 and 1.7, but not the ▇▇▇▇▇▇▇▇ Note. The
Stockholders will benefit from such financing because it will enable the Company
to continue to pursue its business plan. It is the desire of the parties to
agree to delete Sections 1.4, 1.5, 1.6 and 1.7 of the Agreement and cancel and
terminate the Unwind Option if such financing is secured.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment/Consideration. The undersigned parties hereby agree that
simultaneous to the occurrence of a third-party financing of the Company in an
amount of at least $3,000,000 (the "Financing"), Sections 1.4, 1.5, 1.6 and 1.7
of the Agreement be canceled and deleted in their entirety and any right or
option any of the parties may have to unwind the Agreement as provided in
Section 1.4 thereof be terminated. The cancellation and deletion of Section 1.7,
however, shall in no way cancel and impair the Company's obligation to pay the
▇▇▇▇▇▇▇▇ Note in accordance with its terms. If no such Financing occurs, the
Unused Option shall remain in full force and effect.
2. Waiver of Conflict of Interest. Each of the parties acknowledge that
the law firm of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇ ("HPZ") represented PACT in connection
with the
negotiation, drafting and consummation of the Agreement and that subsequent to
Closing, it became counsel to Providence. HPZ has prepared this Amendment at the
request of the parties. It is specifically understood and agreed by each of the
parties that HPZ is acting only as the scrivener of this Amendment and is not
providing substantive legal advice to any of the parties. Each party has been
urged to consult with an attorney of her, his or its choice in connection with
this Amendment and the consequences hereof. Each party waives any conflict of
interest HPZ may have in connection with this Amendment. Each party further
recognizes that should a dispute develop between any of them, HPZ will be unable
to represent any party in connection with such dispute. Each party hereby agrees
and acknowledges that notwithstanding the foregoing and for the benefit of any
persons which may provide the Financing, this Amendment shall be a valid and
binding obligation of such party enforceable against him, her or it in
accordance with its terms.
3. Agreement Remains in Effect. The Agreement is amended only in the
manner herein provided and except as specifically provided herein, the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year first above written.
THE PROVIDENCE CORPORATION
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Chief Executive Officer
PARENTS AND CHILDREN TOGETHER, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
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President
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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