AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT BETWEEN UTG, INC. AND
CERTAIN INDIVIDUAL SHAREHOLDERS OF ACAP CORPORATION
DATED AUGUST 7, 2006
September 6, 2006
This is an amendment to that Stock Purchase Agreement between UTG, Inc. and
certain individual shareholders of Acap Corporation dated August 7, 2006
("Agreement"). Terms defined in the Agreement are applicable to this amendment.
For good and valuable consideration, the sufficiency and receipt of which
is hereby acknowledged, UTG and the Sellers agree as follows:
Section 3.5 of the Agreement is hereby amended in its entirety to read as
follows:
3.5 Purchase Price and Payment. The purchase price of each of the shares
of Acap Common Stock to be purchased from Sellers and accepted by
Purchaser at Closing shall be NINE THOUSAND FIVE HUNDRED AND SEVENTY
ONE ($9,571) per share of Acap Common Stock (the "Per Share Purchase
Price"). The purchase price of each of the shares of Acap Common Stock
to be purchased and accepted by Purchaser pursuant to the Acap Stock
Put Options shall be equal to the Per Share Purchase Price, and no
more. All payments to be made by Purchaser shall be in the form of
immediately available funds.
Section 4 of the Acap Stock Put Option is hereby amended to be consistent
with the above amendment to Section 3.5 of the Agreement, and the Addendum to
the Stock Purchase Agreement is hereby amended to refer to the Stock Purchase
Agreement, dated August 7, 2006, as amended by this Amendment No. 1 thereto.
Purchaser agrees that it has concluded its due diligence investigation as
provided in Section 6.3 of the Agreement, that in consideration of the above
amendment of Section 3.5, and the Acap Stock Put Option, Purchaser agrees that
none of the conditions that have been identified in notices that have been
delivered to Sellers pursuant to Section 7.3.1 of the Agreement are
objectionable under Section 9.11, and Purchaser has no knowledge at this time of
any condition that would prevent the Closing based on a failure to satisfy the
condition set forth in Section 9.11 of the Agreement.
IN WITNESS WHEREOF, the Parties have duly executed this Amendment No. 1,
and made delivery thereof in the manner permitted by the Agreement, as of
September 6, 2006.
UTG, Inc., PURCHASER: SELLERS:
/s/ Theodore C. Miller /s/ William F. Guest
Theodore C. Miller William F. Guest
Senior Vice President
/s/ John D. Cornett
John D. Cornett
