Exhibit 2.12
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is effective as of February 8, 2021, by and among UpHealth Holdings, Inc., a Delaware corporation (“Holdings”), TTC Healthcare, Inc., a Delaware corporation (“Company”), and TTC Healthcare Partners, LLC, a Delaware limited liability company (“TTC LLC”). Certain capitalized terms used in this Amendment and not otherwise defined shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).
RECITALS
WHEREAS, effective January 25, 2021, Company became a wholly-owned subsidiary of Holdings pursuant to the closing of the transactions contemplated by that certain Agreement and Plan of Merger by and among Holdings, Company, TTC LLC, and UpHealth TTC Merger Sub, Inc., a Delaware corporation, dated as of October 30, 2020, as subsequently amended (the “Merger Agreement”);
WHEREAS, the Merger Agreement includes certain provisions governing the rights and obligations of the parties thereto with respect to control of Company’s operations prior to the SPAC Merger Closing; and
WHEREAS, the parties hereto desire to amend the Merger Agreement in accordance with Section 11.10 thereof to remove such control provisions.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and incorporating the recitals set forth above, the parties hereto hereby agree as follows:
1. Amendments.
| | a. | The following text is deleted from Section 5.1 of the Merger Agreement: |
“Notwithstanding the foregoing, Holdings and Merger Sub acknowledge and agree that (i) nothing contained in this Agreement shall be construed to give Holdings or Merger Sub, directly or indirectly, rights to control or direct the Company’s operations prior to the SPAC Merger Closing, (ii) prior to the SPAC Merger Closing, the current directors and officers of the Company shall exercise complete control and supervision of its operations and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Holdings or Merger Sub shall be required with respect to any matter to the extent the requirement of such consent would, upon the advice of the Company’s counsel, violate any applicable Law, be inconsistent with the requirements of any Governmental Authority, or violate any contractual obligation to which the Company is a party.”
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