PHYSICIAN COMPUTER NETWORK, INC.
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April 1, 1998
JA Special Limited Partnership
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Gentlemen:
Reference is made to the Common Stock Purchase Warrant (the
"Warrant"), dated September 13, 1995, issued by Physician Computer Network, Inc.
("PCN") to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and assigned by Mr. ▇▇▇▇▇▇▇ to JA Special Limited
Partnership ("JA"). Unless otherwise defined, all capitalized terms used herein
shall have the meanings ascribed to them in the Warrant.
PCN and JA wish to amend and modify certain of the terms and
provisions of the Warrant. By executing this letter in the spaces provided
below, each of PCN and JA agree that the Warrant is amended and modified as
follows:
1. The Warrant may only be exercised by the holder thereof
from and after the first to occur of: (i) September 12, 2002; or (ii) the
Trigger Event. Accordingly, the term "Exercise Date" shall mean the first to
occur of: (i) September 12, 2002; or (ii) the Trigger Event.
2. "Trigger Event" shall mean the earlier to occur of: (i)
five (5) business days preceding the Sale of the Company; (ii) in the event that
the Sale of the Company shall require the approval of the holders of the Common
Stock, five (5) business days prior to the date fixed by the Company as the
record date for determination of the holders of Common Stock entitled to vote
thereon; and (iii) the Market Price Date (as defined below).
3. As used herein, the "Market Price Date" means the
forty-fifth consecutive Business Day on which the Market Price of the Common
Stock is $5.00 per share or greater (appropriately adjusted for stock splits,
stock dividends and the like); provided, however, that for this purpose, there
shall only be deemed to be a Market Price of the Common Stock in accordance with
clauses (a) and (b) of the definition of Market Price contained in the Warrant
and, under all other circumstance there shall be deemed to be no Market Price of
the Common Stock.
4. "Sale of the Company" shall mean any of: (i) the
sale by one or more of the shareholders of the Company in one or
more transactions of a majority of the outstanding common stock
of the Company, (ii) the merger or consolidation of the Company
with or into any other Person in a transaction in which the
shareholders of the Company immediately prior to the consummation
of such transaction collectively own less than 50% of the common
stock and voting power of the entity surviving such transaction
(or any other business combination transaction having a similar
effect), or (iii) the sale of all or substantially all of the
assets of the Company in a single transaction or series of
related transactions.
5. The holder of the Warrant shall exercise the Warrant in
accordance with the terms thereof no later then twenty (20) business days
following the Market Price Date, unless, the Expiration Date has occurred on or
prior to the end of such twenty (20) day period.
6. The Warrant shall not be transferable or assignable to any
Person other than a Permitted Assignee (as defined below).
7. As used herein, a "Permitted Assignee" shall mean ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇, his spouse, lineal ancestor or descendants, brothers, sisters, children
and grandchildren, or a trust for the benefit of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or any one or
more member of such class; and, upon the death of an individual member of such
class, such individual's executor, administrator or personal representative, as
the case may be, and any Person (other than an individual) controlled, directly
or indirectly, by any of the foregoing. Control shall be deemed to exist when a
Person beneficially owns, directly or indirectly, the securities or other
interests (a) having voting power under ordinary circumstances to elect at least
a majority of the directors (or persons performing similar functions) of another
Person or (b) representing a majority in interest of the equity of another
Person.
In consideration of the foregoing, PCN agrees that the Initial
Warrant Price is hereby changed to $0.70 per share (an amount determined by
subtracting the $0.30 per share cash consideration previously paid for such
Warrants from $1.00).
Except as specifically provided herein, nothing contained in
this letter agreement shall be deemed to have amended or modified any of the
terms or provisions of the Warrant and the Warrant remains in full force and
effect. In the event that any term or provision of the Warrant conflicts with
any of the terms or provisions of this letter agreement, the terms and
provisions of this letter agreement shall govern. The parties agree that
promptly following the execution and delivery of this
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letter agreement, JA shall exchange the Warrant for an Amended and Restated
Warrant containing the terms and provisions set forth herein.
Please acknowledge your agreement with the foregoing by
executing this letter in the space provided below.
Very truly yours,
PHYSICIAN COMPUTER NETWORK, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
___________________________
AGREED AND ACCEPTED as of the date first above written:
JA SPECIAL LIMITED PARTNERSHIP
By: Decisions Incorporated,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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