Series D-2 Preferred Shares"
5.3(a)
"BPOMS Series F Preferred Shares"
2.1(a)(ii)
"BPOMS Subsidiaries" and, individually, a "BPOMS Subsidiary"
5.4
"California Permit"
7.3(a)
"Cancelled BPOMS Common Shares"
3.2(b)
"Certificates"
4.1(b)
"Certifications"
5.7(a) and 6.7(a)
"Closing"
2.5
"Closing Date"
2.5
"Code"
2.9
"Delaware Courts"
10.7
"Dissenting Common Stock"
3.8
"Domain Names"
5.18(l)
"Effective Time"
2.6
"Employee"
5.17(a)(ii)
"Employee Agreement"
5.17(a)(iii)
"Employee Plan"
5.17(a)(iv)
"Environmental Laws"
5.13
"ERISA"
5.17(a)(v)
"Exchange Act"
5.6, 7.2(b) and 7.3(d)
"Exchange Agent"
4.1(a)
"Exchange Merger Consideration"
4.1(b)
"Exchange Ratio"
3.2(a) and 3.3(b)
"Exchange Ratios"
3.6(a)
"Fairness Hearing"
7.3(a)
"GAAP"
5.7(c)
"Government Agencies"
5.1(c)
"Government Approvals"
5.1(c)
"HealthAxis Cap Table"
2.2(b)
"HealthAxis Contracts"
6.16(a)
"HealthAxis Common Shares"
3.2(a)
"HealthAxis Common Stock"
3.2(a)
"HealthAxis Disclosure Letter"
Article 6
"HealthAxis Domain Names"
6.18(k)
"HealthAxis Forecast"
6.23
"HealthAxis Intellectual Property"
6.18(a)
"HealthAxis Material Adverse Effect"
6.1(a)
"HealthAxis Meeting"
7.3(c)
"HealthAxis Pre-Merger Steps"
2.2(a)
"HealthAxis Products"
6.18(d)
"HealthAxis Proxy Statement"
7.3(d)
3
"HealthAxis SEC Documents"
6.7(a)
"HealthAxis Series A Preferred Shares"
6.3(a)
"HealthAxis Series B Preferred Shares"
2.2(a)(vi)
"HealthAxis Subsidiaries" and, individually, a "HealthAxis Subsidiary"
6.1(b) and 6.4
"HealthAxis Registered Intellectual Property"
6.18(b)
"HealthAxis/Preferred Investor Rights Agreement"
2.2(a)(ii)
"HealthAxis/Preferred Registration Rights Agreement"
2.2(a)(ii)
"HealthAxis/Tak Investor Rights Agreement"
2.2(a)(i)
"HealthAxis/Tak Registration Rights Agreement"
2.2(a)(i)
"HIPPA"
6.18(m)
"Indemnified Parties"
7.13(b)
"Intellectual Property"
5.18(a)(i)
"IRS"
5.17(vi)
"Merger"
2.3
"Multiemployer Plan"
5.17(a)(vii)
"Non-Disclosure Agreement"
10.5
"Pension Plan"
5.17(a)(viii)
"Preferred Certificates"
4.2(a)
"PTO"
5.18(b)
"Regulatory Filings"
5.6
"Representative"
7.10(c)(2)
"Reporting Tail Coverage"
7.13(d)
"Reverse Split"
2.2(a)(v)
"SEC"
3.5(c)
"Securities Act"
3.5(c)
"Surviving Corporation"
2.3
"Series C Exchange Ratio"
3.3(c)
"Series C Warrant Exchange Ratio
3.4(a)
"Series D Exchange Ratio"
3.3(d)
"Series D Warrant Exchange Ratio
3.4(b)
"Series D-2 Exchange Ratio"
3.3(e)
"Series F Exchange Ratio"
3.3(f)
"SVB Loan Agreement"-
7.1(c)(x)
"Taxes"
5.10(a) and 6.10(a)
"Tax Returns"
5.10(b) and 6.10(b)
"Termination Date"
9.1(h)
"Utilize" or "Utilization"
5.18(a)(iv)
1.2
Schedules
The schedules to this Agreement are hereby incorporated and made a part hereof
and are an integral part of this Agreement.
All schedules annexed hereto or
referred to herein are hereby incorporated in and made a part of this Agreement
as if set forth in full herein.
Any capitalized terms used in any Schedule but
not otherwise defined therein shall be defined as set forth in this Agreement.
The Schedules are as follow:
4
Schedule 2.1(b)
BPOMS Cap Table
Schedule 2.2(b)
HealthAxis Cap Table
1.3
Exhibits
The following documents are referred to herein as Exhibits and copies are
annexed hereto:
Exhibit A
HealthAxis Voting Agreement
Exhibit B
BPOMS Voting Agreement
Exhibit C
BPOMS Series F Certificate of Designation
Exhibit D
BPOMS Series F Convertible Preferred Stock Issuance Agreement
Exhibit E
HealthAxis/Tak Termination Agreement
Exhibit F
HealthAxis/Preferred Conversion and Termination Agreement
Exhibit G
Lewis Warrant Termination Agreement
Exhibit H
Amendment to the Remote Resourcing Agreement
Exhibit I
HealthAxis Articles of Amendment
Exhibit J
HealthAxis Series B Certificate of Designation
ARTICLE 2
DESCRIPTION OF THE TRANSACTIONS
2.1
BPOMS Pre-Merger Steps.
(a)
Prior to the date of this Agreement BPOMS
has issued shares of its capital stock, authorized the grant of