**Exhibit2.1**

 

**AMENDMENTNO. 2 TO AGREEMENTAND PLAN OF REORGANIZATION**

This Amendment No. 2 toAgreement and Plan of Reorganization (the “Amendment”) is made and entered intoas of the 19th day of May, 2006, by and among Optio Software, Inc. (“Optio”),Optio Software II, Inc. (“Merger Sub”) by Optio as a successor-in-interest,VertiSoft Corporation (“VertiSoft”) by Optio as a successor-in-interest, andDonald H. French (“French”), on behalf of himself and pursuant to Section 11.12of the Agreement (as defined below), on behalf of all the Other Shareholders(as defined in the Agreement).

RECITALS:

WHEREAS,Optio, Merger Sub, VertiSoft and all the shareholders of VertiSoft (the “Shareholders”)entered into that certain Agreement and Plan of Reorganization dated as ofAugust 10, 2004, as amended by Amendment No. 1 to Agreement and Plan ofReorganization dated as of August 1, 2005 (the “Agreement”);

WHEREAS,pursuant to the Agreement, at the Closing, Merger Sub merged into VertiSoftwith VertiSoft surviving such merger and VertiSoft thereafter became awholly-owned subsidiary of Optio;

WHEREAS,subsequent to the Closing, VertiSoft merged into Optio with Optio survivingsuch merger;

WHEREAS,the parties hereto desire to amend the Agreement in accordance with the termsand conditions contained herein;

WHEREAS,Optio, as successor-in-interest to Merger Sub and VertiSoft pursuant to theabove-described mergers, by executing this Amendment is executing thisAmendment on behalf of Merger Sub and VertiSoft; and

WHEREAS,pursuant to Section 11.12 of the Agreement, French may act unilaterally onbehalf of the Other Shareholders with respect to the matters set forth hereinand pursuant to Section 11.12 of the Agreement is executing this Amendment onbehalf of the Other Shareholders.

NOW,THEREFORE, for and in consideration of the foregoing premises and of the mutualagreements, promises and covenants contained herein and in the Agreement, theparties hereto, intending to be legally bound, hereby agree as follows:

# 

# 1.             Certain Software Payments.  Section 2.6(b)(i) of Article 2 of theAgreement is hereby deleted in its entirety and the following is substitutedtherefor:

“(i) $75,000, if the MonthlyRecurring Software Licensing Revenue of the Company and Subsidiary obtained inthe ordinary course of business as of January 2006 is at least $180,000, to bepaid upon completion of Parent’s fiscal year end audit or May 15, 2006,whichever is earlier,”

# 2.             Definitions.  Except where otherwise specifically provided,capitalized terms used herein shall have the same meaning as in the Agreement.

# 3.             Governing Law;Successors and Assigns.  ThisAmendment shall be construed and interpreted according to the laws of the Stateof Georgia, without regard to the conflict of law principles thereof.  This Amendment shall be binding upon andinure to the benefit of the Shareholders, the parties hereto and theirrespective heirs, successors, assigns, or representatives.

# 4.             Ratification.  All of the terms of the Agreement not hereinamended shall remain in full force and effect.

# 5.             Counterparts.  This Amendment may be executed in one or morecounterparts and by facsimile with the same effect as if the parties had allsigned the same document.  Allcounterparts shall be construed together and shall constitute one agreement.

**[REMAINDER OF PAGE INTENTIONALLY LEFTBLANK.  SIGNATURE PAGES ON FOLLOWINGPAGES.]**

 

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INWITNESS WHEREOF, the parties have caused this Amendment to be duly executed anddelivered as of the day and year first above written.
|       | **“OPTIO”**                                            |
|------------|------------------------------------------------------------------|
|       |                                                             |
|       | **OPTIO  SOFTWARE, INC.**                                        |
|       | ** **                                                       |
|       |                                                             |
|       | By:                                                              | /s/ C. Wayne Cape |
|       | Its:                                                             |  President and CEO |
|       |                                                             |
|       |                                                             |
|       | **“FRENCH”**                                           |
|       | ** **                                                       |
|       |                                                             |
|       |                                                             | /s/ Don French |
|       | Donald H. French                                                 |
|       |                                                             |
|       |                                                             |
|       | **“OTHER  SHAREHOLDERS”**                              |
| ** ** | ** **                                                       |
|       | Destiny French Martin,  also known as Destiny Martin             |
|       |                                                             |
|       | By:  Donald H. French pursuant to Section 11.12 of the Agreement |
|       |                                                             |
|       |                                                             | /s/ Don French |
|       |                                                             |
|       |                                                             |
|       | Donald French II                                                 |
|       |                                                             |
|       | By:  Donald H. French pursuant to Section 11.12 of the Agreement |
|       |                                                             |
|       |                                                             | /s/ Don French |
|       |                                                             |
|       |                                                             |
|       | Lacey LaCour, formerly  known as Lacey French                    |
|       |                                                             |
|       | By:  Donald H. French pursuant to Section 11.12 of the Agreement |
|       |                                                             |
|       |                                                             | /s/ Don French |
|       |                                                             |

 

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|   | Clayton  T. French                                                                                                                                                                                           |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                         |
|   | By: Donald H. French, as  custodian for Clayton T. French under “The Georgia Transfers to Minors  Act” and as guardian of Clayton T. French, pursuant to Section 11.12 of the  Agreement |
|   |                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                         | /s/ Don French |
|   |                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                         |
|   | Preston C. French                                                                                                                                                                                            |
|   |                                                                                                                                                                                                         |
|   | By: Donald H. French, as  custodian for Preston C. French under “The Georgia Transfers to Minors  Act” and as guardian of Preston C. French, pursuant to Section 11.12 of  the Agreement |
|   |                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                         | /s/ Don French |

 

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