**Exhibit 2.1**

 

**AMENDMENT NO. 1 TO AGREEMENT**

**AND PLAN OF REORGANIZATION**

 

This Amendment No. 1 to Agreement and Plan of Reorganization (the “Amendment”) is made and entered into as of the 1st day of August, 2005, 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, and Donald H. French (“French”), on behalf of himself and pursuant to Section 11.12 ofthe 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 of August 10, 2004 (the “Agreement”);

 

WHEREAS, pursuant to the Agreement, at the Closing, Merger Submerged into VertiSoft with VertiSoft surviving such merger and VertiSoft thereafter became a wholly-owned subsidiary of Optio; 

 

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

 

WHEREAS, the parties hereto desire to amend the Agreement in accordance withthe terms and conditions contained herein; 

 

WHEREAS, Optio, assuccessor-in-interest to Merger Sub and VertiSoft pursuant to the above-described mergers, by executing this Amendment is executing this Amendment on behalf of Merger Sub and VertiSoft; and 

 

WHEREAS, pursuant to Section 11.12 of the Agreement, French may actunilaterally on behalf of the Other Shareholders with respect to the matters set forth herein and pursuant to Section 11.12 of the Agreement is executing this Amendment on behalf of the Other Shareholders. 

 

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

 

1. Certain Software Payments. Section 2.6(b)(iii) of Article 2 of the Agreement is hereby deleted in its entirety and the following issubstituted therefor: 

 

“(iii) $75,000, upon thesuccessful integration of the Company’s business into the Parent’s business as determined by the Chief Executive Officer of Parent.” 

 

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. This Amendment shall be construed and interpretedaccording to the laws of the State of Georgia, without regard to the conflict of law principles thereof. This Amendment shall be binding upon and inure to the benefit of the Shareholders, the parties hereto and their respective heirs, successors,assigns, or representatives. 

 

4. Ratification. All ofthe terms of the Agreement not herein amended shall remain in full force and effect. 

 

5. Counterparts. This Amendment may be executed in one or more counterparts and by facsimile with the same effect as if the parties had all signed the same document. All counterparts shall be construed togetherand shall constitute one agreement. 

 

**[REMAINDEROF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGESON FOLLOWINGPAGES.]**

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of theday and year first above written. 

 
**“OPTIO”****OPTIO SOFTWARE, INC.**
By:
 
/s/ C. Wayne Cape

Its:
 
President and CEO
**“FRENCH”**
/s/ Donald H. French

Donald H. French
**“OTHER SHAREHOLDERS”**Destiny French Martin, also known as Destiny MartinBy: Donald H. French pursuant to Section 11.12 of the Agreement
/s/ Donald H. French

Donald French II
By: Donald H. French pursuant to Section 11.12 of the Agreement
/s/ Donald H. French

Lacey LaCour, formerly known as Lacey French
By: Donald H. French pursuant to Section 11.12 of the Agreement
/s/ Donald H. French

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/ Donald H. 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/ Donald H. French