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EXHIBIT
10.1
AMENDMENT TO AGREEMENT AND PLAN
OF MERGER
THIS
AMENDING AGREEMENT (“ Amending Agreement
”) is made and entered into as of October 21, 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”
.
RECITALS
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HealthAxis,
Merger Sub and BPOMS entered into an agreement and plan of merger
(the “ Merger Agreement ”) as of
September 5, 2008 providing for a merger of Merger Sub into BPOMS
and the issuance of shares of HealthAxis Common Stock and
HealthAxis Series B Preferred Stock to the securityholders of
BPOMS.
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The Parties
have agreed to amend certain provisions of the Merger Agreement, as
provided by this Amending Agreement.
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AGREEMENT
IN
CONSIDERATION OF the
foregoing and of the mutual covenants and agreements herein
contained, the Parties agree as follows:
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In this
Amending Agreement, all capitalized terms which are not defined
herein shall have the same meanings as set out in the Merger
Agreement.
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Each of the
Exchange Ratios provided for by the Merger Agreement in respect of
each class or series of BPOMS Stock and in respect of each series
of the BPOMS Investor Warrants, BPOMS Non-Investor Warrants and
BPOMS Options indicated below are hereby amended (and remain
subject to adjustment after determination of the Reverse Split and
otherwise in accordance with Section 3.6 of the Merger Agreement)
to be the amounts hereinafter specified (and the definitions of
each of the Exchange Ratios in the Merger Agreement shall be as so
specified):
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Class or Series of Stock,
Warrants or Options
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Amended Exchange
Ratios
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0.2467 (“
Exchange Ratio”)
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BPOMS Series A
Preferred Shares
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0.2773 (“
Exchange Ratio”)
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BPOMS Series B
Preferred Shares
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0.2467 (“
Exchange Ratio”)
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BPOMS Series C
Preferred Shares
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1.2868
(“Series C Exchange Ratio”)
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BPOMS Series D
Preferred Shares
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3.9475 (“Series D Exchange
Ratio”)
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BPOMS Series
D-2 Preferred Shares
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3.9475
(“Series D-2 Exchange Ratio”)
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BPOMS Series F
Preferred Share
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