Amendments to Share Purchase Agreement dated as of June 30, 2021
EXHIBIT 2.2
ACTIVE 269901630v.7
AMENDMENT TO
SHARE PURCHASE AGREEMENT
This AMENDMENT TO SHARE PURCHASE AGREEMENT (this “Amendment”) is made and entered into effective as of June 30, 2021 by and among PRIMERICA, INC., a Delaware corporation (“Parent”), PRIMERICA NEWCO, INC., a Delaware corporation and wholly owned subsidiary of Primerica (“Purchaser”), ETELEQUOTE LIMITED, an exempted company limited by shares incorporated and existing under the laws of Bermuda (the “Company”), the shareholders of the Company set forth on Exhibit A (each, a “Selling Shareholder” and, collectively, the “Selling Shareholders”), and FORTIS ADVISORS LLC, a Delaware limited liability company solely in its capacity as the sellers’ representative (the “Sellers’ Representative”), as an amendment to the Share Purchase Agreement made and entered into as of April 18, 2021 by and among Parent, Purchaser, the Company, the Selling Shareholders and the Sellers’ Representative (the “Share Purchase Agreement”). Parent, Purchaser, the Company, the Selling Shareholders and the Sellers’ Representative are sometimes referred to herein individually as a “Party” and collectively herein as the “Parties.”
RECITALS
| A. | WHEREAS, the Parties desire to amend the Share Purchase Agreement as set forth herein; and |
| B. | WHEREAS, Section 12.13 of the Share Purchase Agreement provides that the Share Purchase Agreement may be amended prior to the Closing Date by means of a written instrument duly executed and delivered by Parent and Purchaser, on the one hand, and the Company and each of the Selling Shareholders, on the other. |
NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
AMENDMENT
1.Capitalized terms in this Amendment that are not otherwise defined herein shall have the meaning given them in the Share Purchase Agreement.
2.The definition of “Earnout Consideration (2021)” in Exhibit B of the Share Purchase Agreement is hereby deleted and replaced in its entirety with the following (to correct a scrivener’s error as highlighted below):
“Earnout Consideration (2021)” means (i) in the event there is no Change of Control prior to December 31, 2021, (A) $25,000,000, in the event the EBITDA Achievement Percentage (2021) is greater than or equal to 100%, (B) the amount determined by multiplying (1) $25,000,000 by (2) the Earnout Payout Percentage (2021), in the event the EBITDA Achievement Percentage (2021) is greater than or equal to 85% but less than 100%, or (C) zero, in the event the EBITDA
Achievement Percentage (2021) is less than 85%; or (ii) in the event there is a Change of Control prior to December 31, 2021, the Accelerated Earnout Consideration.
3.The definition of “Earnout Consideration (2022)” in Exhibit B of the Share Purchase Agreement is hereby deleted and replaced in its entirety with the following (to correct a scrivener’s error as highlighted below):
“Earnout Consideration (2022)” means (i) in the event there is no Change of Control prior to December 31, 2022, (A) $25,000,000, in the event the EBITDA Achievement Percentage (2022) is greater than or equal to 100%, (B) the amount determined by multiplying (1) $25,000,000 by (2) the Earnout Payout Percentage (2022), in the event the EBITDA Achievement Percentage (2022) is greater than or equal to 85% but less than 100%, or (C) zero, in the event the EBITDA Achievement Percentage (2022) is less than 85%; or (ii) in the event there is a Change of Control prior to December 31, 2022, the Accelerated Earnout Consideration.
4. Exhibit B of the Share Purchase Agreement is hereby amended by adding the following definitions in appropriate alphabetical order:
“Capital Contribution and Offset Agreement” means that certain Capital Contribution and Offset Agreement between the Company and e-TeleQuote, dated as of June 29, 2021.
“Earnout Payout Percentage (2021)” means the percentage obtained by dividing (i) (A) the EBITDA Achievement Percentage (2021) minus eighty-five percent (85%) by (ii) fifteen percent (15%).
“Earnout Payout Percentage (2022)” means the percentage obtained by dividing (i) (A) the EBITDA Achievement Percentage (2022) minus eighty-five percent (85%) by (ii) fifteen percent (15%).
5.The definition of “Net Debt” in Exhibit B of the Share Purchase Agreement is hereby deleted and replaced in its entirety with the following (to correct a scrivener’s error as highlighted below):
“Net Debt” means (a) Closing Indebtedness minus (b) Closing Cash minus (c) two million dollars (US$2,000,000).
6.Item 3 of Exhibit K to the Share Purchase Agreement is hereby amended (to correct a scrivener’s error) by deleting the words “Section 5.10” and replacing them with “Section 5.11.”
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7. Section 1.9(c)(xii) of the Share Purchase Agreement is hereby deleted and replaced in its entirety with the following (to reflect (i) that e-TeleQuote owes the Company principal and interest in the aggregate amount of $30,208,018 stemming from certain advances previously made by the Company, (ii) that the Company owes e-TeleQuote principal and interest in the aggregate amount of $5,572,208 stemming from certain advances previously made by e-TeleQuote and (iii) the entry by the Company and e-TeleQuote into that certain Capital Contribution and Offset Agreement dated as of June 29, 2021 (attached hereto as Exhibit B)):
evidence reasonably satisfactory to Parent and Purchaser that the accrued but unpaid interest on any outstanding debt obligations owed by e-TeleQuote to the Company or any outstanding debt obligations owed by the Company to e-TeleQuote, as applicable, have been discharged, offset or paid and that any such obligations have been settled, in each case, in accordance with Section 5.11.
8. Section 5.11 of the Share Purchase Agreement is hereby deleted and replaced in its entirety with the following (to reflect (i) that e-TeleQuote owes the Company principal and interest in the aggregate amount of $30,208,018 stemming from certain advances previously made by the Company, (ii) the Company owes e-TeleQuote principal and interest in the aggregate amount of $5,572,208 stemming from certain advances previously made by e-TeleQuote and (iii) the entry by the Company and e-TeleQuote into that certain Capital Contribution and Offset Agreement dated as of June 29, 2021):
Affiliate Transactions. Except as otherwise agreed by Parent and Purchaser, on the one hand, and the Company, on the other, or as set forth in Schedule 5.11, the Selling Shareholders and the Company shall, and shall cause their respective Affiliates to, take such actions as may be necessary to terminate or commute prior to or concurrently with the Closing all Affiliate Transactions and to settle, discharge, offset or pay in full any intercompany loans, notes or advances, regardless of their maturity, including any accrued and unpaid interest thereon, such that, following the Closing, the Acquired Companies or the Company, as applicable, shall have no further liability under such Affiliate Transactions; provided, the aggregate amount of payments to be made by the Acquired Companies or the Company, as applicable, pursuant to this Section 5.11 shall not exceed forty thousand dollars (US$40,000), other than with respect to the Parent Advances and Subsidiary Advances (each as defined in the Capital Contribution and Offset Agreement), which shall be settled in accordance with the Capital Contribution and Offset Agreement. Any unpaid Taxes attributable to the settlement of the Parent Advances and Subsidiary Advances (each as defined in the Capital Contribution and Offset Agreement) shall be treated as Pre-Closing Taxes of e-TeleQuote for purposes of this Agreement.
9. The following sentence is added to the end of Section 7.2(b) (to reflect the entry by the Company and e-TeleQuote into that certain Capital Contribution and Offset Agreement dated as of June 29, 2021):
Notwithstanding anything in this Agreement to the contrary, Parent shall be permitted to file, or to cause e-TeleQuote to file, the IRS Form(s) 1042-S necessary
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to satisfy the requirements of Section 4 of the Capital Contribution and Offset Agreement.
10. Parent and Purchaser hereby waive the closing condition set forth in Section 8.3 of the Share Purchase Agreement solely with respect to the CCP exemption under Section 4(1) of the Competition Act, 2010 with respect to the Restrictive Covenant Agreement.
11. Parent and Purchaser hereby waive the closing condition set forth in Section 8.2 of the Share Purchase Agreement solely with respect to the Company’s covenant set forth in Section 5.14(a) of the Share Purchase Agreement regarding the transfer of equity interests in ETQ Nicaragua; provided, that the Company and each of the Selling Shareholders agrees to take all actions necessary, proper and advisable and in accordance with applicable Legal Requirements to cause all of the authorized, issued and outstanding equity interests in ETQ Nicaragua to be transferred to e-TeleQuote or such other Person as may be agreed by Parent and Purchaser in their reasonable discretion, as promptly as practicable following the Closing and in any event no later than September 1, 2021; provided, further, for the avoidance of doubt, this waiver of the closing condition set forth in Section 8.2 shall not (a) affect the status of ETQ Nicaragua as an Acquired Company for purposes of the Transaction Documents or (b) abrogate or otherwise excuse the Company’s, the Selling Shareholders’ or the Sellers’ Representative’s obligations under the Share Purchase Agreement with respect to the equity interests in ETQ Nicaragua including, without limitation, Section 2.2(c), Section 2.2(e) and Section 5.14(a) thereof.
12.Except as expressly modified hereby, all terms, conditions and provisions of the Share Purchase Agreement shall continue in full force and effect.
13.In the event of any inconsistency or conflict between the terms and provisions of the Share Purchaser Agreement and this Amendment, the terms and provisions of this Amendment shall govern and control.
14.This Amendment may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The exchange of a fully executed Amendment (in counterparts or otherwise) by electronic transmission in .pdf format or by facsimile shall be sufficient to bind the Parties to the terms and conditions of this Amendment.
[Signature Pages Follow]
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The Parties have caused this Amendment to be executed and delivered as of the date first written above.
PURCHASER:
PRIMERICA NEWCO, INC.
By: /s/ Michael W. Miller
Name: Michael W. Miller
Title: President
PARENT:
PRIMERICA, INC.
By: /s/ Glenn J. Williams
Name: Glenn J. Williams
Title: Chief Executive Officer
[Signature Page to Amendment to Share Purchase Agreement]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
COMPANY:
ETELEQUOTE LIMITED
By:/s/ Anthony P. Solazzo
Name: Anthony P. Solazzo
Title: Chief Executive Officer
SELLERS’ REPRESENTATIVE:
FORTIS ADVISORS LLC
By: /s/ Ryan Simkin
Ryan Simkin
Managing Director
[Signature Page to Amendment to Share Purchase Agreement]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
SELLING SHAREHOLDERS:
THE RESOURCE GROUP INTERNATIONAL LIMITED
By: /s/ Zia Chishti_____________________
Name: Zia Chishti
Title: Director
PROJECT SUNSHINE PAID LLC
By: /s/ Greg Beam_____________________
Name: Greg Beam
Title: Manager
ADIA GLOBAL LLC
By: /s/ Shuja Keen_____________________
Name: Shuja Keen
Title: Managing Partner
ASGHAR HUSAIN
/s/ Asghar Husain_____________________
Asghar Husain
CARL O’NEIL
/s/ Carl O’Neil________________________
Carl O’Neil
[Signature Page to Amendment to Share Purchase Agreement]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
SELLING SHAREHOLDERS:
DARRIN CATES
/s/ Darrin Cates
Darrin Cates
DAVID B. PORCH, JR.
/s/ David B. Porch Jr.___________________
David B. Porch, Jr.
PAULEE C. DAY
/s/ Paulee C. Day______________________
Paulee C. Day
[Signature Page to Amendment to Share Purchase Agreement]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
SELLING SHAREHOLDERS:
ANDREW DOUGLAS
Andrew Douglas
Andrew Douglas
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
ANNA KAPOSHKO
Anna Kaposhko_______________________
Anna Kaposhko
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
ANTWONETTE CRITTON
Antwonette Critton____________________
Antwonette Critton
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
ANUM GARDEZI
Anum Gardezi________________________
Anum Gardezi
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
[Signature Page to Amendment to Share Purchase Agreement]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
SELLING SHAREHOLDERS:
ARMAN PURIFICACION
Arman Purificacion____________________
Arman Purificacion
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
CATHY DUNDAS
Cathy Dundas________________________
Cathy Dundas
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
DARLENE LARKINS KELLER
Darlene Larkins Keller_________________
Darlene Larkins Keller
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
DENNIS BROWN
Dennis Brown________________________
Dennis Brown
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
[Signature Page to Amendment to Share Purchase Agreement]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
SELLING SHAREHOLDERS:
FELIX DE JESUS
Felix De Jesus________________________
Felix De Jesus
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
GHULAM MURTAZA
Ghulam Murtaza______________________
Ghulam Murtaza
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
HAMZA ALLI ASHRAF
Hamza Alli Ashraf_____________________
Hamza Alli Ashraf
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
JOHN SCOTT
John Scott___________________________
John Scott
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
[Signature Page to Amendment to Share Purchase Agreement]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
SELLING SHAREHOLDERS:
JOSEPH EDWARDS
Joseph Edwards_______________________
Joseph Edwards
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
MAHROZE RAZA
Mahroze Raza________________________
Mahroze Raza
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
MOHSIN NAWAZ
Mohsin Nawaz_______________________
Mohsin Nawaz
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
MUHAMMAD JUNAID JAVED
Muhammad Junaid Javed_______________
Muhammad Junaid Javed
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
[Signature Page to Amendment to Share Purchase Agreement]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
SELLING SHAREHOLDERS:
RANDALL SCHULER
Randall Schuler_______________________
Randall Schuler
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
RHODA WILLIAMS
Rhoda Williams______________________
Rhoda Williams
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
ROB CHAUNCEY
Rob Chauncey________________________
Rob Chauncey
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
SOUKASEUNE NOKHAM
Soukaseune Nokham___________________
Soukaseune Nokham
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
[Signature Page to Amendment to Share Purchase Agreement]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
SELLING SHAREHOLDERS:
SYED ASIR BIN KHALID
Syed Asir Bin Khalid___________________
Syed Asir Bin Khalid
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
TAMMY DUKE
Tammy Duke_________________________
Tammy Duke
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
VINCENT OWENS
Vincent Owens_______________________
Vincent Owens
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
WANDA GONZALEZ
Wanda Gonzalez______________________
Wanda Gonzalez
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
[Signature Page to Amendment to Share Purchase Agreement]
The Parties have caused this Amendment to be executed and delivered as of the date first written above.
SELLING SHAREHOLDERS:
WILLIAM LARKINS
William Larkins______________________
William Larkins
By /s/ Paulee C. Day
Paulee C. Day, Attorney-In-Fact
[Signature Page to Amendment to Share Purchase Agreement]
EXHIBIT A
Selling Shareholders
Majority Shareholder:
The Resource Group International Limited
Minority Shareholders:
Project Sunshine Paid LLC
Adia Global LLC
Andrew Douglas
Anna Kaposhko
Antwonette Critton
Anum Gardezi
Arman Purificacion
Asghar Husain
Carl O’Neil
Cathy Dundas
Darlene Larkins Keller
Darrin Cates
David B Porch, Jr.
Dennis Brown
Felix De Jesus
Ghulam Murtaza
Hamza Alli Ashraf
John Scott
Joseph Edwards
Mahroze Raza
Mohsin Nawaz
Muhammad Junaid Javed
Paulee C. Day
Randall Schuler
Rhoda Williams
Rob Chauncey
Soukaseune Nokham
Syed Asir Bin Khalid
Tammy Duke
Vincent Owens
Wanda Gonzalez
William Larkins
