December 29, 2008 VIA EMAIL, FACSIMILE AND FEDERAL EXPRESS Health Systems Solutions, Inc.
Exhibit
10.2
December 29, 2008
VIA
EMAIL, FACSIMILE AND FEDERAL EXPRESS
Health
Systems Solutions, Inc.
00 X.
00xx Xxxxxx, 0xx Xxxxx
Xxx Xxxx,
Xxx Xxxx 00000
Attn:
Xxxx Xxxxxxxxx
Re:
Proposed Merger between Health Systems Solutions, Inc. and Emageon
Inc.
Dear
Xxxx:
With respect to the proposed merger
(the “Merger”) evidenced by that certain Agreement and Plan of Merger, dated as
of October 13, 2008 (the “Merger Agreement”), by and among Health Systems
Solutions, Inc., (“HSS”) HSS Acquisition Corp. and Emageon Inc. (“Emageon”),
Stanford International Bank Limited (“SIBL”) hereby expresses its support for
the closing of the Merger on the terms and conditions contemplated hereby. SIBL
acknowledges that, except as expressly set forth in this letter, that certain
Convertible Secured Debenture Purchase Agreement, dated as of October 12, 2008,
by and between HSS and SIBL (the “Purchase Agreement”) remains in full force and
effect. SIBL remains committed to fulfilling its obligations under
the Purchase Agreement and agrees to its obligations to fund the Merger in its
entirety on February 11, 2009 or such earlier date as may be agreed between HSS
and SIBL. SIBL acknowledges that HSS has waived the provisions of Section 6.2 of
the Merger Agreement as provided in Amendment No. 1 to the Merger Agreement that
is being executed on the date hereof and hereby consents to the same and to the
Amendment No. 1 to the Merger Agreement; however, no further amendments to, or
waivers under, the Merger Agreement may be made by HSS without SIBL’s prior
consent. SIBL further acknowledges that in connection with the
amendment to the Merger Agreement, HSS and Emageon will enter into an amendment
to that certain Deposit Escrow Agreement, dated as of October 21, 2008, by and
among HSS, Emageon and The Bank of New York Mellon, as escrow agent (the
“Deposit Escrow Agreement”), providing for the deposit by HSS of $4,000,000 as
additional non-refundable security for an aggregate non-refundable security of
$9,000,000 (except as provided in such amendment to the Deposit Escrow
Agreement). SIBL hereby consents to such amendment to the Deposit
Escrow Agreement and acknowledges that it has made an advance to HSS that would
cover the amount to be deposited thereunder and would be credited toward its
funding obligations under the Purchase Agreement. SIBL hereby waives the
provisions of Sections 6.1(d), (e), (f), (g) and (h) of the Purchase Agreement
(so long as the contemplated officers’ certificates are executed and delivered),
provided that the Merger is consummated, but SIBL’s obligations to fund are
conditioned upon there being no laws or injunctions that would be violated in
connection therewith. SIBL acknowledges and agrees that it believes
that it will have the ability to timely consummate the financing contemplated by
the Purchase Agreement on February 11, 2009.
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Very
Truly Yours,
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STANFORD
INTERNATIONAL BANK LIMITED
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| /s/ Xxxxx Xxxxx | ||
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Name:
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Xxxxx
Xxxxx
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Title:
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Chief
Financial
Officer
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