Exhibit V
QuadraMed Corporation
00 Xxxx Xxx Xxxxxxx Xxxxx Xxxx.
Xxxxx 0X
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxx Xxxxxxx
Resource Health Partners, L.P.
c/o X.X. Xxxxxx Investment Corporation
000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxx Xxxxxx
Re: Transfer of QuadraMed Common Stock
Dear Sirs:
QuadraMed Corporation, a Delaware corporation
("QuadraMed"), and Resource Health Partners, L.P., a Delaware
limited partnership ("RHP"), have entered into an Acquisition
Agreement and Plan of Merger, dated as of December 29, 1997 (the
"Merger Agreement"), pursuant to which QuadraMed acquired
Resource Holdings, Ltd., a Pennsylvania corporation and a wholly
owned subsidiary of RHP ("Resource Holdings"), and FRA
Acquisition Inc., a Delaware corporation and a wholly owned
subsidiary of RHP ("FRA"). Pursuant to the Merger Agreement, RHP
received shares of QuadraMed's Common Stock (the "QuadraMed
Shares") which shares RHP or RHP GP, L.P., the general partner of
RHP ("RHP GP"), now intend to transfer to the undersigned, as a
[general/limited] partner of RHP or of RHP GP. In accordance
with the terms and conditions of the Merger Agreement, RHP is
required to obtain this representation letter from the
undersigned as a condition to the transfer of such shares.
Accordingly, the undersigned hereby represents, warrants and
covenants to RHP and QuadraMed as follows:
1. The undersigned is a general or limited partner of
RHP or of RHP GP, L.P.
2. The undersigned is aware that the QuadraMed Shares
have not been registered under the Securities Act of 1933, as
amended (the "Securities Act"), or any applicable state
securities laws, and understands and agrees that the QuadraMed
Shares may not be offered or sold in the absence of registration
under the Securities Act and any applicable state securities laws
or an exemption from the registration requirements of the
Securities Act and any applicable state securities laws. The
undersigned will not transfer the QuadraMed Shares in violation
of the provisions of any applicable federal or state securities
laws.
3. The undersigned is acquiring the QuadraMed Shares
for the undersigned's own account and for investment, and not
with a view to the distribution thereof or with any present
intention of distributing or selling any of the QuadraMed Shares
except in compliance with the Securities Act.
4. If the undersigned is listed on Appendix A hereto,
the undersigned hereby agrees that it will not transfer any of
the QuadraMed Shares that are transferred to the undersigned by
RHP until the publication by QuadraMed of financial results that
include at least thirty (30) days of combined operations of
QuadraMed, Resource Holdings, FRA and their respective
subsidiaries. The undersigned understands that QuadraMed or RHP
will notify it promptly upon the publication of such financial
results.
5. The undersigned also understands that stop
transfer instructions will be given to QuadraMed's transfer agent
with respect to the QuadraMed Shares transferred to the
undersigned and that there will be placed on the certificates for
such QuadraMed Shares, or any substitutions therefor, a legend
stating in substance:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED."
The foregoing representations are true and accurate as
of the date hereof.
Dated:
Print Name of [General/Limited] Partner:
Authorized Signature:
Print Title (if applicable):
Print name of any other person whose
signature is required:
Signature:
Title (if applicable):
APPENDIX A
List of "Affiliates"
X. X. Xxxxxx Investment Corporation
Mutual Group, Ltd.
Coventry Corporation
Xxxx Xxxxxxxxxx
Xxx Xxxxxxx
Xxxxx Xxxx
Xxxxxxxxxx Trust
Xxxxxxxxxx Family Partnership
