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EXHIBIT 2.2
AMENDMENT NUMBER 1 TO WARRANT AGREEMENT
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AMENDMENT NUMBER 1 TO
WARRANT AGREEMENT
This AMENDMENT NUMBER 1 TO WARRANT 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 (the "Investor").
BACKGROUND
WHEREAS, the Investor and the Company are parties to a Warrant Agreement,
dated January 8, 1996 (the "Agreement"), pursuant to which the Company agreed
to issue up to 665,180 warrants entitling the Investor to purchase up to an
aggregate of 665,180 shares of Series A Common Stock of the Company; and
WHEREAS, the parties desire to amend the Agreement as set forth in this
Amendment.
NOW, THEREFORE, the Investor and the Company hereby agree as follows:
1. Amendment of Appendix A. Appendix A to the Agreement is amended by
deleting therefrom the definition of "Series A Common Stock" in its entirety and
inserting in lieu thereof the following:
"Series A Common Stock" xxxxx 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: Xxxxxxx X. Xxxxx, Xx.
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Title: Vice President
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HEALTHPLAN SERVICES CORPORATION
By Xxxxx X. Xxxxxx, III
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Title: Executive Vice President
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