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EXHIBIT 10.1.2
AMENDMENT NUMBER 2 TO SECURITIES PURCHASE AGREEMENT
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AMENDMENT NUMBER 2 TO
SECURITIES PURCHASE AGREEMENT
This AMENDMENT NUMBER 2 TO SECURITIES PURCHASE AGREEMENT (this "Amendment")
is entered into on this 29th day of August 1996, by and among MEDIRISK, INC., a
Florida corporation (the "Company"), and HEALTHPLAN SERVICES CORPORATION, a
Delaware corporation ("Purchaser").
BACKGROUND
WHEREAS, Purchaser and the Company are parties to a Securities Purchase
Agreement, dated January 8, 1996 (the "Agreement"), pursuant to which Purchaser
purchased 280,623 shares of Series B Convertible Preferred Stock of the Company
and agreed to purchase up to $10,000,000.00 in original principal amount of
Senior Subordinated Notes (as defined in the Agreement); and
WHEREAS, the parties desire to amend the Agreement as set forth in this
Amendment.
NOW, THEREFORE, Purchaser and the Company hereby agree as follows:
1. Amendment of Appendix A. Appendix A to the Agreement is amended by
inserting immediately following the definition of "Senior Subordinated Notes"
the following:
"Series A Common Stock" means the Series A Common Stock of the
Company and any stock into which such Series A Common Stock is converted
in any recapitalization, merger, consolidation, statutory share exchange
or similar event.
2. Miscellaneous. Except as specifically modified and amended by this
Amendment, the Agreement shall remain in full force and effect, and the terms of
the Agreement are hereby ratified and confirmed in all respects as so amended.
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IN WITNESS WHEREOF, each party hereto has executed or caused this Amendment
to be executed on its behalf, all on the day and year first above written.
MEDIRISK, INC.
By: /s/ Xxxx X. Xxxxxx
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Title: President
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HEALTHPLAN SERVICES CORPORATION
By: /s/ Xxxxx X. Xxxxxx, III
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Title: Executive Vice President
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