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EXHIBIT 2.1
FIRST AMENDMENT TO OPTION AGREEMENT
This FIRST AMENDMENT dated December 31, 1997 (the "Amendment") to the
Option Agreement dated December 18, 1996 (the "Option Agreement"), by and
between Healthdyne Information Enterprises, Inc., a Georgia corporation ("HIE"),
and The Southern Venture Fund II, L.P., a Delaware limited partnership
("SVFII").
WITNESSETH:
WHEREAS, pursuant to the Option Agreement, SVFII has granted to HIE an
option (the "Option") to purchase SVFII's entire interest in Criterion Health
Strategies, Inc. (f/k/a Alpha Development Corp.), a Tennessee corporation
("CHS"), for 416,666 shares of HIE common stock, par value $.01 per share ("HIE
Common Stock"), subject to adjustment if the HIE Common Stock is less than $4.80
per share on the date of the notice of exercise of the Option; and
WHEREAS, HIE and SVFII have agreed to amend the Option Agreement and
that certain Stock Purchase Warrant dated December 18, 1996 between HIE and
SVFII (the "Warrant") in order to (i) fix the exercise price of the Option at a
set number of shares of HIE Common Stock and (ii) adjust the per share exercise
price of the Warrant from $4.5625 to the fair market value of the HIE Common
Stock as of the closing date for the Option exercise;
NOW, THEREFORE, in consideration of the premises hereof and the mutual
benefits to be derived hereunder and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, HIE and SVFII agree to
amend the Option Agreement as follows:
1. At or prior to the Option Closing, SVFII shall deliver the Warrant
to HIE for cancellation, and HIE shall issue and deliver a Restated and Amended
Stock Purchase Warrant, in the form of Exhibit A hereto, to SVFII. References in
the Option Agreement to the "Warrant" shall thereafter refer to such Restated
and Amended Stock Purchase Warrant.
2. Section 3 of the Option Agreement is hereby amended to provide that
the exercise price of the Option will not be subject to adjustment. In order to
effectuate this change, Section 3(a) is hereby deleted in its entirety and the
following is substituted in lieu thereof:
(a) Number of HIE Shares. The number of HIE Shares to be
delivered to SVFII upon exercise of the Option shall be 416,666 shares
of HIE Common Stock.
3. Section 6(d) of the Option Agreement is hereby amended to provide
that any notice or other communication by any party hereto to the other parties
shall be in writing and shall be given, and be deemed to have been given, if
delivered by facsimile in addition to the other methods set forth in Section
6(d) of the Option Agreement.
4. Counterparts. For the convenience of the parties, any number of
counterparts of this Agreement may be executed and all such counterparts or
facsimile copy thereof shall be deemed to be an original instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first above written.
HEALTHDYNE INFORMATION ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
THE SOUTHERN VENTURE FUND II, L.P.
By: Its General Partner
SV Partners II, L.P.
By: /s/ J. Xxxxxx XxXxxxxx, Xx.
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Name: J. Xxxxxx XxXxxxxx, Xx.
Title: Partner
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