Exhibit 2.5
SECOND AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is effective as of February 6, 2021, by and among UpHealth Holdings, Inc., a Delaware corporation (“Holdings”), Behavioral Health Services, LLC, a Missouri limited liability company (“Company”), and AM Physicians LLC, in its capacity as the Member Representative (“Member Representative”). 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 November 20, 2020, Company became a wholly-owned subsidiary of Holdings pursuant to the closing of the transactions contemplated by that certain Agreement and Plan of Merger between Holdings, Company, UpHealth BHS Merger Sub, Inc., and Member Representative, dated as of November 2, 2020, as subsequently amended (the “Merger Agreement”);
WHEREAS, the Merger Agreement includes provisions governing the rights and obligations of the parties in the event of a post-Closing unwind of the transactions contemplated thereby; and
WHEREAS, the parties hereto desire to amend the Merger Agreement in accordance with Section 10.10 thereof to remove the unwind provision and make certain changes relating to pre-SPAC Merger governance of the Company.
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 definitions of “Unwind Option” and “Unwind Option Triggering Event” are hereby deleted from Article I of the Merger Agreement. |
| | b. | Section 5.13 of the Merger Agreement is hereby amended and restated in its entirety to read as follows: |
“SPAC Transaction. The parties acknowledge that one of the essential aspects of the transaction contemplated by this Agreement is the SPAC Merger, through which, among other things, the common stock of Holdings will become publicly traded. In the event such transaction does not occur within a reasonable time following the Closing, Holdings will give written notice of such
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