March 6, 2001
Xx. Xxx Xxxxxxx
Senior Vice President
Xxxx Deere Health Care, Inc.
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
RE: Mutual Release Agreement
Dear Xxx:
Xxxxxxxxx.xxx, Inc. ("Claimsnet") is endeavoring to register the
243,770 shares of common stock issued to Xxxx Deere Health Care, Inc. ("JDHC")
Pursuant to the terms of the December 28, 2000 Mutual Release Agreement between
JDHC and Claimsnet, the registration was required to be effective no later than
45 days following execution of the agreement -- February 12, 2001. One third of
the shares were to be free from restrictions on resale upon the effective date
of the registration with another one third becoming unrestricted three months
following the registration and the final shares becoming unrestricted six months
following the registration.
As of the date this letter, the registration has not been completed.
JDHC and Claimsnet hereby agree to modify Section 9 of the Mutual Release
Agreement in its entirety to read as follows:
9. Other Consideration.
-------------------
In consideration of the mutual releases and other good and
valuable consideration contained herein, CLAI will contemporaneously
with the execution of this Agreement issue to JDHC 243,770 shares of
CLAI's Common Stock (the "Shares"). Claimsnet shall file with the
Securities and Exchange Commission a registration statement on an
appropriate form under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the resale of the Shares as soon as
practicable following execution of this Agreement but in no event later
than May 31, 2001. The Shares shall be subject to the following
restrictions on resale: 33% of the Shares shall be eligible for resale
commencing on the effective date under the Securities Act of the
registration statement relating to the Shares; 33% of the Shares shall
be eligible for resale commencing on the date three calendar months
following the effective date under the Securities Act of the
registration statement relating to the Shares or May 12, 2001,
whichever is earlier; 33% of the Shares shall be eligible for resale
commencing on the date six calendar months following the effective date
under the Securities Act of the registration statement relating to the
Shares or August 12, 2001, whichever is earlier.
The Parties agree that JDHC may withhold all payments due
Claimsnet under the Online Provider Directory Support Agreement
("Withheld Payments") until the Shares are registered. Within five days
after the Shares are registered, JDHC shall pay Claimsnet any Withheld
Payments less the following amount:
a) If the registration statement should be declared effective by the
Securities and Exchange Commission no later than April 30, 2001, then
JDHC shall retain the amount of the Withheld Payments equal to the
payment due under the Online Provider Directory Support Agreement
("OPDSA") for the period February 12, 2001, through the effective date
of such registration statement, calculated on a pro rata basis.
b) If the registration statement should be declared effective by the
Securities and Exchange Commission after April 30, 2001, but no later
than May 31, 2001, then JDHC shall retain the amount of the Withheld
Payments equal to two times the payment due under the OPDSA for the
period February 12, 2001, through the effective date of such
registration statement, calculated on a pro rata basis. In the event
that the total of the Withheld Payments is less than two times the
payment due under the OPDSA for the period February 12, 2001 through
the date of registration, then JDHC shall continue to Withhold Payments
and retain them for a period of time sufficient to satisfy this
Claimsnet obligation.
Claimsnet and JDHC further agree that to the extent the amendment to
Section 9 of the Mutual Release Agreement set forth above conflicts with the
payment provisions of the Online Provider Director Support Agreement, the
amendment controls.
Finally, Claimsnet agrees to use its best efforts to complete the
registration of the Shares at the earliest possible date.
Sincerely,
XXXXXXXXX.XXX INC. XXXX DEERE HEALTH CARE, INC.
/s/ Xxxx X. Xxxxxx /s/ Xxx Xxxxxxx
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Xxxx X. Xxxxxx Xxx Xxxxxxx
Chief Operating Officer and Senior Vice President
Chief Financial Officer
Cc: Xx X. Xxxxx
Xxxxxx X. Xxxxx, Esquire
