PROMISSORY NOTE
Dated as of ___________, 1997
For Value Received, Healtheon Corporation, a Delaware corporation (the
"Borrower"), hereby promises to pay to the order of _______________ (the
"Payee"), the principal sum (the "Principal Amount") of ___________ dollars
_______________, together with interest thereon at the rate set forth below,
which shall be due and payable as hereinafter provided. This Promissory Note
is one of a series of seven (7) Promissory Notes totaling two million dollars
($2,000,000.00) (the "Series").
1. PAYMENT. This Promissory Note can be called by Payee at any
time after thirty (30) days from the date of issuance upon ten (10) days
notice to Borrower. Borrower may pay any portion or all of this Promissory
Note at any time, without penalty. All payments will be applied first to
interest due and then to principal.
2. INTEREST. Interest shall accrue on the unpaid Principal Amount
of this Promissory Note from the date hereof until such Principal Amount is
repaid in full, at an interest rate equal to six percent (6%) per annum. All
computations of the interest rate hereunder shall be made on the basis of a
year of three hundred sixty-five (365) days based on the actual number of
days (including the first day but excluding the last day) any such Principal
Amount is outstanding.
3. WARRANT. Simultaneously with the complete payment of this
Promissory Note, if such payment occurs at least thirty (30) days from the
date of issuance of this Promissory Note, Borrower shall issue to Payee a
warrant exercisable for the number of shares of Borrowees Series B Preferred
Stock equal to the number of full and pro rated partial months that any
portion of this Promissory Note is outstanding, multiplied by five percent
(5%) of the Principal Amount, divided by the lesser of: (i) two dollars
($2.00); or (ii) the price per share of the next equity financing following
the issue date of this Promissory Note in which Borrower raises at least two
million dollars ($2,000,000). Such warrant shall have an exercise price
equal to two dollars ($2.00) per share, shall have a "net exercise" right,
and shall be exercisable for five (5) years from the date of the issuance.
4. REPRESENTATIONS. This Promissory Note has been acquired for
investment and not with a view to distribution and may not be resold without
registration or pursuant to an exemption therefrom.
5. COLLECTION EXPENSES. Should the indebtedness evidenced by this
Promissory Note or any part hereof be collected at law or in equity or in
bankruptcy, receivership or other court proceedings, or this Promissory Note
placed in the hands of attorneys for collection, the Borrower agrees to pay,
in addition to principal and interest due and payable hereon, all costs of
collection, including attorney's fees, incurred by the Payee in collecting or
enforcing this Promissory Note.
6. WAIVER. Payee will not be deemed to waive any of its rights
under this Promissory Note unless its waiver is in writing and signed by
the Payee. No delay or omission by the Payee in exercising any of its
rights will operate as a waiver of its rights. A waiver in writing on one
occasion will not be construed as a consent to or a waiver of any of the
Payee's right or remedy on any ftiture occasion.
7. GENERAL. This Promissory Note will be governed by and
construed and enforced in accordance with the laws of the State of
California. Whenever possible, each provision of this Promissory Note will
be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Promissory Note will be prohibited by or
invalid under applicable law, such provision will be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder
of such provision or the remaining provisions of this Promissory Note.
Dated as of _________, 1997.
Healtheon Corporation
By: /s/ Xxxxx Xxxxxxx, M.D.
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Xxxxx Xxxxxxx, M.D.
President
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