0001019687-08-004123 Sample Contracts

FOURTH AMENDMENT TO SERIES C WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BPO MANAGEMENT SERVICES, INC.
BPO Management Services • September 11th, 2008 • Services-prepackaged software

This Fourth Amendment to Series C 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).

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WAIVER AND AMENDMENT AGREEMENT
Registration Rights Agreement • September 11th, 2008 • BPO Management Services • Services-prepackaged software • New York

This Amended and Restated Registration Rights Agreement (this “Agreement”) dated August 29, 2008, amends and restates that certain Registration Rights Agreement, made and entered into as of June 13, 2007 (the “Registration Rights Agreement”), by and among BPO Management Services, Inc., a Delaware corporation (the “Company”), and those persons stated on Schedule I hereto (the “Purchasers”). This Agreement is being entered into pursuant to Section 7(f) of the Registration Rights Agreement.

SERIES F CONVERTIBLE PREFERRED STOCK ISSUANCE AGREEMENT Dated as of August 29, 2008 among BPO MANAGEMENT SERVICES, INC. and THE EXCHANGING HOLDERS LISTED ON EXHIBIT A
Series F Convertible Preferred Stock Issuance Agreement • September 11th, 2008 • BPO Management Services • Services-prepackaged software • New York

This SERIES F CONVERTIBLE PREFERRED STOCK ISSUANCE AGREEMENT (the “Agreement”) is dated as of August 29, 2008 by and among BPO Management Services, Inc., a Delaware corporation (the “Company”), and each of the persons who are exchanging certain warrants for shares of Series F Convertible Preferred Stock of the Company, whose names are set forth on Exhibit A hereto (individually, an “Exchanging Holder” and collectively, the “Exchanging Holders”).

SECOND AMENDMENT TO SERIES A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF BPO MANAGEMENT SERVICES, INC.
BPO Management Services • September 11th, 2008 • Services-prepackaged software

This Second Amendment to Series A 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).

SECOND AMENDMENT TO SERIES D CONVERTIBLE STOCK PURCHASE AGREEMENT
Convertible Stock Purchase Agreement • September 11th, 2008 • BPO Management Services • Services-prepackaged software

This Second Amendment, dated as of August 29, 2008 (the “Amendment”), is to that certain Series D Convertible Stock Purchase Agreement, which was dated as of June 13, 2007, as amended on August 29, 2008, by and among BPO Management Services, Inc. (the “Company”) and the purchasers listed on Exhibit A thereto (the “Purchasers”). The Company and the Purchasers 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).

AMENDED AND RESTATED WARRANT ACKNOWLEDGEMENT
Warrant Acknowledgement • September 11th, 2008 • BPO Management Services • Services-prepackaged software • New York

This Amended and Restated Warrant Acknowledgement is made effective as of August 29, 2008 by and between BPO Management Servcies, Inc., a Delaware corporation (together with its successors and assigns, the “Issuer”), and certain Investors (as defined below), whose names are indicated on the signature page hereto.

AMENDMENT TO SERIES D CONVERTIBLE STOCK PURCHASE AGREEMENT
Series D Convertible Stock Purchase Agreement • September 11th, 2008 • BPO Management Services • Services-prepackaged software

This Amendment, dated as of August 29, 2008 (the “Amendment”), is to that certain Series D Convertible Stock Purchase Agreement, which was dated as of June 13, 2007, by and among BPO Management Services, Inc. (the “Company”), and the purchasers listed on Exhibit A thereto (the “Purchasers”). The Company and the Purchasers are, together, the “Parties.”

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