AGREEMENT AND PLAN OF MERGER HealthAxis Inc., Outsourcing Merger Sub, Inc., and BPO Management Services, Inc. Dated as of September 5, 2008Merger Agreement • September 11th, 2008 • BPO Management Services • Services-prepackaged software • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 5, 2008, among HealthAxis Inc., a Pennsylvania corporation (“HealthAxis”), Outsourcing Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HealthAxis (“Merger Sub”) and BPO Management Services, Inc., a Delaware corporation (“BPOMS”). Each of HealthAxis, Merger Sub and BPOMS are sometimes referred to herein as a “Party” or, collectively, the “Parties”.
SECOND THIRD AMENDMENT TO SERIES D CONVERTIBLE STOCK PURCHASE AGREEMENTSeries D Convertible Stock Purchase Agreement • September 11th, 2008 • BPO Management Services • Services-prepackaged software
This Second Amendment, dated as of August 29, 2008 (the “Second Amendment”), is to that certain Series D Convertible Preferred Stock Purchase Agreement, which was dated as of June 13, 2007, and amended on August 29, 2008, by and among BPO Management Services, Inc. (the “Company”), and the purchasers listed on the signature pages hereto (the “Purchasers”). The Company and the Purchasers are, together, the “Parties.”
SECOND AMENDMENT TO SERIES B WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BPO MANAGEMENT SERVICES, INC.Series B Warrant to Purchase Shares of Common Stock • September 11th, 2008 • BPO Management Services • Services-prepackaged software
This Second Amendment to Series B Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc. (this “Amendment”) is effective as of August 29, 2008, by BPO Management Services, Inc., a Delaware corporation (“Issuer”), in favor of ________________ (“Holder”). Issuer and Holder are, together, the “Parties.” Capitalized terms used but not defined herein shall have the meaning as set forth in the Stock Purchase Agreement (defined below).
FOURTH AMENDMENT TO SERIES D WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BPO MANAGEMENT SERVICES, INC.Series D Warrant to Purchase Shares of Common Stock • September 11th, 2008 • BPO Management Services • Services-prepackaged software
This Fourth Amendment to Series D Warrant to Purchase Shares of Common Stock of BPO Management Services, Inc. (this “Amendment”) is effective as of August 29, 2008, by BPO Management Services, Inc., a Delaware corporation (“Issuer”), in favor of ________________ (“Holder”). Issuer and Holder are, together, the “Parties.” Capitalized terms used but not defined herein shall have the meaning as set forth in the Stock Purchase Agreement (defined below).
