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EXHIBIT 2.2
FIRST AMENDMENT TO PURCHASE AGREEMENT
This First Amendment (this "Amendement") to that certain Purchase
Agreement dated July 30, 2001 among NEOFORMA GAR, INC., XXXXXXXX.XXX, INC.,
MED-XS SOLUTIONS, INC. AND MED-XS ASSET SERVICES, INC. (the "Purchase
Agreement") is hereby entered into between the parties as of September 5, 2001.
Capitalized terms not otherwise defined herein shall be accorded the meaning
given them in the Purchase Agreement.
1. Section 2.1(a)(i) of the Purchase Agreement shall be replaced in its
entirety with the following:
"(A) One Hundred and Fifty Thousand Dollars ($150,000) in cash
in the form of a certified check delivered at the closing or
by wire transfer payment at the Closing, and (B) One Hundred
Thousand Dollars ($100,000) (the "October Payment") in cash in
the form of a certified check delivered on October 31, 2001 or
by wire transfer payment on October 31, 2001, subject to
Section 2.4."
2. A new Section 2.4 shall be added to the Purchase Agreement as
follows:
"The October Payment shall be subject to a credit equal to 50%
of the Gross Profits received by Sellers with respect to each
Acquired Contract for which a required consent to assignment
was not received by October 30, 2001, for the 12 month period
prior to Closing."
3. Section 5.3 of the Purchase Agreement shall be replaced in its
entirety with the follows:
"Sellers shall use their best efforts to obtain written
consents to assignment of all Acquired Contracts that require
consent."
4. All other terms of the Purchase Agreement shall remain in full force
and effect.
SIGNATURE PAGE FOLLOWS
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IN WITNESS WHEREOF, the undersigned parties have duly executed this
Amendment as of this 5th day of September, 2001.
XXXXXXXX.XXX, INC. NEOFORMA GAR, INC.
a Delaware corporation a Delaware corporation
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
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Name: Name:
Title: Title:
MED-XS ASSET SERVICES, INC. MED XS SOLUTIONS, INC.
an Ohio corporation an Ohio corporation
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx Name: Xxxxx Xxxxxx
Title: President Title: President
