EXHIBIT 10.37
January 29, 1999
Ladies and Gentlemen:
In connection with the execution of the Investment Agreement, dated as of
the date of this letter agreement, Empower Health Corporation ("Empower"),
Adventist Health System Sunbelt Healthcare Corporation ("Adventist"), Superior
Consultant Holdings Corporation ("Superior"), HealthMagic, Inc. ("HealthMagic")
and Xxxxxx X. Xxxxxxx agree and consent to the following:
1. In the event that Empower issues shares of either Empower Common Stock or
Empower Preferred Stock to Superior (the "Option Shares") in connection with the
Option and Put Agreement dated April 28, 1998 between Empower and Superior (the
"Option"), then Empower shall issue additional shares of Empower Common Stock to
both Superior and Adventist in accordance with the provisions set forth below.
(a) Empower shall issue to Superior the Superior New Shares (as defined
below),
where
"Superior New Shares" = [(New Total Shares) * (Superior %)] - 528,302
- Superior Option Shares.
"New Total Shares" = (2,610,509) / (1 - Superior % - 10%).
"Superior %" = (528,302 +Superior Option Shares) / (3,487,567 +
(1.0333 * Superior Option Shares)).
"Superior Option Shares" = the number of shares of Common Stock (on an
asconverted basis) issued to Superior, if any, in connection with the
Option.
(b) Empower shall issue to Adventist the Adventist New Shares,
where
"Adventist New Shares" = [(New Total Shares) * (Adventist %)] -
Adventist Shares.
"New Total Shares" = (2,610,509) / (1 - Superior % - 10%).
"Adventist %" = 10%.
"Adventist Shares" = 348,757.
"Superior %" = (528,302 +Superior Option Shares) / (3,487,567 +
(1.0333 * Superior Option Shares)).
"Superior Option Shares" = the number of shares of Common Stock (on an
as-converted basis) issued to Superior, if any, in connection with the
Option.
(c) An example of the stock issuances described in this paragraph 1,
assuming the issuance to Superior of 528,301 shares of Common Stock in
connection with the Option, is set forth on Exhibit A attached hereto for
illustrative purposes.
(d) The Adventist New Shares, if issued, shall be deemed to be (a) Empower
Shares (as defined in the Investment Agreement), (b) Common Stock (as defined in
the Empower Health Corporation Stock Restriction of even date herewith), and (c)
Adventist Shares (as defined in the Empower Health Corporation Amended and
Restated Registration Rights Agreement of even date herewith) and shall be
entitled to the benefit of and subject to the terms and conditions set forth in
the Investment Agreement and the Related Agreements (as defined in the
Investment Agreement).
(e) The Superior New Shares, if issued, shall be deemed to be Superior
Shares (as defined in the Empower Health Corporation Amended and Restated
Registration Rights Agreement of even date herewith) and shall be entitled to
the benefit of and subject to the terms and conditions set forth in such
agreement.
2. Adventist shall transfer to Empower the number of shares of HealthMagic
Common Stock equal to the product of (i) the number of shares of HealthMagic
Common Stock issued to Sabratek Corporation ("Sabratek"), if any, in connection
with the Stock Purchase and Warrant Agreement between HealthMagic and Sabratek
dated as of November 18, 1998 and (ii) 0.10. Such shares of Common Stock, if
issued, shall be deemed to be (a) HMI Shares (as defined in the Investment
Agreement), (b) Common Stock (as defined in the HealthMagic Stock Restriction
Agreement of even date herewith), and (c) Empower Securities (as defined in the
HealthMagic Registration Rights Agreement of even date herewith), and shall be
entitled to the benefit of and subject to the terms and conditions set forth in
the Investment Agreement and the Related Agreements (as defined in the
Investment Agreement).
3. Each of the parties hereto agrees that the restrictions on transferability
of shares set forth in the Empower Stock Restriction Agreement and the
HealthMagic Stock Restriction Agreement of even date herewith shall not apply to
the transactions described in paragraphs 1 and 2 herein.
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4. Superior agrees that the provisions of Sections 2.3 and 6 of the Agreement
for Issuance and Sale of Stuck between Empower and Superior dated April 28. 1998
shall not apply to the transaction described in paragraph 1 herein.
5. Neither Empower nor Adventist shall transfer its rights hereunder without
the prior written consent of the other;, provided, however, if either party
shall merge with or into another entity and the shareholders or such party
immediately prior in the merger control the surviving entity, then the rights
and obligations of that party under this agreement shall transfer to the
surviving entity.
Yours very truly,
XXXXXX X. XXXXXXX EMPOWER HEALTH CORPORATION
By:__________________ By:_________________________
Name:
Title:
SUPERIOR CONSULTANT HOLDINGS
CORPORATION
By:_________________________
Name:
Title:
ADVENTIST HEALTH SYSTEM SUNBELT
HEALTHCARE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
HEALTHMAGIC, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Name: Xxxxxx X. Xxxxx
Title: Chairman & President
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SIGNATURE PAGE
Yours very truly,
EMPOWER HEALTH CORPORATION
By: /s/ X. Xxxxxxx
-----------------------
Name: Xxxxxx Xxxxxxx
Title: CEO
SUPERIOR CONSULTANT HOLDINGS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------
Name: XXXXXXX X. XXXXXX
Title: VP & GENERAL COUNSEL
ADVENTIST HEALTH SYSTEM SUNBELT HEALTHCARE
CORPORATION
By: /s/ Xxxxxx X. Xxxxx
_______________________
Name:
Title:
HEALTHMAGIC, INC,
By: /s/ Xxxxxx X. Xxxxx
_______________________
Name:
Title:
XXXXXX X. XXXXXXX
By: /s/ X. Xxxxxxx
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