Exhibit 2.4
AMENDED AND RESTATED FINANCING OPTION
THIS AMENDED AND RESTATED FINANCING OPTION (this "Agreement") is made and
entered into as of the 28th day of July, 2000 by and among HealthWatch, Inc., a
Minnesota corporation ("HealthWatch"), and Halis, Inc., a Georgia corporation
WITNESSETH:
WHEREAS, HealthWatch and Halis entered into a letter of intent on March 8,
2000 (the "Letter of Intent") for the acquisition by HealthWatch of Halis, by
means of the merger of Halis with and into a wholly-owned subsidiary of
HealthWatch. Paragraph 9 of the Letter of Intent also contains a financing
option which grants HealthWatch an unconditional right to purchase up to
$1,000,000 of the Halis' common stock at $.20 per share, and upon any such
financing HealthWatch shall have a three-month option to invest up to an
additional $5,000,000 at the same $.20 per share;
WHEREAS, on April 29, 2000, HealthWatch acquired 5,000,000 shares of Halis
common stock at $.20 per share for a total purchase price of $1,000,000 in
accordance with the financing option contained in the Letter of Intent;
WHEREAS, on June 29, 2000, HealthWatch and Halis executed an Agreement and
Plan of Merger by and among Halis, HealthWatch and HealthWatch Merger Sub, Inc.,
a Georgia Corporation and wholly-owned subsidiary of HealthWatch; and
WHEREAS, without affecting the terms and conditions of the merger, Halis
and HealthWatch wish to extend the option period contained in Paragraph 9 the
Letter of Intent to acquire an additional 25,000,000 shares of Halis common
stock at $.20 per share for a total purchase price of $5,000,000 for a period of
two months, with the same terms and conditions as continued in the Letter of
Intent, resulting in the option period running through and including September
29, 2000.
NOW, THEREFORE, for and in consideration of the respective covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1. The option period continued in Paragraph 9 of the Letter of Intent
shall be deleted in its entirety and replaced with the following:
"9. Financing Option.
Prior to the closing of the merger, Purchaser shall have until September
29, 2000 to purchase up to $5,000,000 of the Seller's common stock at $.20 per
share."
2. Except as modified by this Agreement, all terms and conditions of the
Letter of Intent are hereby reaffirmed.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
effective date mentioned above.
HEALTHWATCH, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Its: President
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HALIS, INC.
By: /s/ Xxxx Xxxxxxxxx
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Its: Member of the Board of Directors
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