AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF REORGANIZATION
PARTIES: XXXXXXXXXX.XXX, INC.
a Pennsylvania corporation ("HealthAxis")
0000 XxXxxx Xxxx
Xxxx Xxxxxxxx, XX 00000
HEALTHAXIS INC.
(f/k/a PROVIDENT AMERICAN CORPORATION)
a Pennsylvania corporation ("Provident")
0000 XxXxxx Xxxx
Xxxxxxxxxx, XX 00000
HEALTHAXIS ACQUISITION CORP.
a Pennsylvania corporation ("Newco")
0000 XxXxxx Xxxx
Xxxx Xxxxxxxx, XX 00000
DATE: As of ___________, 2000
BACKGROUND: Newco is a wholly-owned subsidiary of Provident. HealthAxis,
Provident and Newco have entered into an Agreement and Plan of Reorganization
dated January 26, 2000 (the "Reorganization Agreement"), and HealthAxis,
Provident and Newco have entered into a related Agreement and Plan of Merger
dated January 26, 2000 (the "Plan") that contemplate the consolidation and
merger of HealthAxis with and into Newco (the "Merger") in accordance with the
provisions of the Reorganization Agreement and the provisions of the Plan.
The parties desire to amend the Reorganization Agreement by entering
into this Amendment No. 1 (the "Amendment").
NOW, THEREFORE, in consideration of the mutual agreements contained
herein and subject to the satisfaction of the terms and conditions set forth
herein and in the Reorganization Agreement and the Plan, the parties hereto,
intending to be legally bound, agree as follows:
1. Amendment to Section 8.5. Section 8.5 of the Reorganization
Agreement is amended and restated to read in its entirety as set forth below:
8.5 Board Seats. The following individuals shall have been
elected to the Board of Directors of Provident effective as of the Effective
Date of the Merger: Xxxxxxx XxXxxxxxxx, Xxxxxxx X. Xxxx and Xxxxxx X. Xxxxxxx.
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2. Amendment and Restatement of Exhibit B. The shareholders agreement
attached as Exhibit B to the Reorganization Agreement is amended and restated to
read in its entirety as set forth in the form attached hereto as Appendix A.
3. Miscellaneous. Except as set forth in Section 1 and Section 2 of
this Amendment, the Plan and the Reorganization Agreement shall remain in full
force and effect in accordance with their respective terms. Capitalized terms
used in this Amendment and not defined herein shall have the meaning set forth
in the Plan or the Reorganization Agreement, as the case may be. This Amendment
is made under, and shall be construed in accordance, with the laws of the
Commonwealth of Pennsylvania applicable to agreements made and to be performed
solely therein, without giving affect to principles of conflicts of law. This
Amendment shall be binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. This Amendment may be signed
in counterparts all of which when taken together shall constitute an original
agreement.
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WITNESS THE DUE EXECUTION AND DELIVERY HEREOF, INTENDING TO BE LEGALLY
BOUND HEREBY, AS OF THE DATE FIRST STATED ABOVE.
HEALTHAXIS INC. HEALTHAXIS ACQUISITION CORP.
(f/k/a Provident American Corp.)
By: _____________________________ By: ________________________
Name: ___________________________ Name: _____________________
Title: _________________________ Title: _____________________
XXXXXXXXXX.XXX, INC.
By: _____________________________
Name: ___________________________
Title: _________________________
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