Second Amendment to Stock and Asset Purchase Agreement, dated May 31, 2023, by and between us and HostPapa, Inc

EX-2.1 2 exhibit216302023.htm EX-2.1 Document

Exhibit 2.1

SECOND AMENDMENT TO STOCK AND ASSET PURCHASE AGREEMENT

This Second Amendment to Stock and Asset Purchase Agreement (this “Amendment”) is entered into as of May 31, 2023 by and between HostPapa, Inc., an Ontario corporation (“Buyer”), and Deluxe Small Business Sales, Inc., a Minnesota corporation (“Seller”).

WITNESSETH

WHEREAS, Buyer and Seller have entered into that certain Stock and Asset Purchase Agreement, dated as of January 31, 2023, as amended by that certain First Amendment to Stock and Asset Purchase Agreement, dated as of March 6, 2023 (the “Purchase Agreement”).

WHEREAS, Buyer and Seller desire to amend the Purchase Agreement in accordance with Section 9.9 thereof.

NOW, THEREFORE, Buyer and Seller hereby agree as follows:

1.Section 7.1(e) of the Purchase Agreement shall be amended to replace the words “May 31, 2023” with “June 15, 2023”.

2.This Amendment shall be effective as of the date first written above following the execution of this Amendment by Buyer and Seller.

3.The provisions of Article IX of the Purchase Agreement shall apply mutatis mutandis to this Amendment.

4.Except as specifically amended herein, all of the terms and conditions set forth in the Purchase Agreement shall remain in full force and effect in all respects.

[Signature Pages Follow ]

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date first above written.

BUYER:

HOSTPAPA, INC.

By: /s/ Jamie Opalchuk

Name: Jamie Opalchuk

Title: President & CEO

[Signature Page to Second Amendment to Stock and Asset Purchase Agreement]

SELLER:

DELUXE SMALL BUSINESS SALES, INC.

By: /s/ Jeffrey L. Cotter

Name: Jeffrey L. Cotter

Title: Secretary

[Signature Page to Second Amendment to Stock and Asset Purchase Agreement]