<PAGE> 1
EXHIBIT 4.2
RELEASE AND CONSENT TO TERMINATION OF
STOCK RESTRICTION AGREEMENT
This Release and Consent to Termination of Stock Restriction Agreement
(hereinafter referred to as "Release and Consent to Termination") is made as of
the 17th day of August, 2000, between Panoramic Care Systems, Inc., a Delaware
corporation ("Panoramic"), Management Data, Inc., a Missouri corporation (the
"Company"), and each of the undersigned shareholders (individually a
"Shareholder" and collectively, the "Shareholders") of the Company. Capitalized
terms used herein without definition shall have the respective meanings set
forth in the Stock Purchase Agreement (as defined below).
RECITALS
WHEREAS, Panoramic, the Company and the Shareholders have entered into
an Agreement and Plan of Merger dated June 12, 2000 (the "Purchase Agreement");
WHEREAS, each of the Shareholders is bound by that certain
Stockholders' Agreement dated September 1, 1995, among the Shareholders (the
"Stock Restriction Agreement");
WHEREAS, the Purchase Agreement contemplates the termination of the
Stock Restriction Agreement;
WHEREAS, each Shareholder acknowledges that execution and delivery of
this Release and Consent to Termination is a condition to Panoramic's obligation
to consummate the Stock Purchase pursuant to the Purchase Agreement; and
WHEREAS, Panoramic is relying on this Release and Consent to
Termination in consummating the Stock Purchase.
AGREEMENT
NOW, THEREFORE, each Shareholder, intending to be legally bound, hereby
agrees as follows:
1. Each Shareholder, on behalf of such Shareholder and each of
Shareholder's Affiliates, heirs, successors and assigns, (a) hereby consents and
agrees to the termination of the Stock Restriction Agreement effective
immediately prior to the Closing provided for in the Purchase Agreement, and (b)
hereby releases and forever discharges Panoramic and the Company, and each of
their respective individual, joint or mutual, past, present and future officers,
directors, agents, advisors, consultants, Affiliates, controlling persons,
Subsidiaries, successors and assigns (individually, a "Releasee" and
collectively, "Releasees") from any and all demands, claims, causes of action,
assessments, losses, damages, liabilities and costs and expenses, including,
without limitation, reasonable attorneys' fees and any expenses incident to the
investigation or enforcement hereof whatsoever, whether known or unknown,
suspected or unsuspected, both at law and in equity ("Losses"), which
Shareholder or any of Shareholder's Affiliates, heirs, successors and assigns
now has, has ever had or may hereafter have against the respective Releasees
arising contemporaneously
<PAGE> 2
with or prior to the Closing or on account of or arising out of any matter,
cause or event occurring contemporaneously with or prior to the Closing,
including, but not limited to, any rights to indemnification or reimbursement
from the Company or any Subsidiary, whether pursuant to their respective
organizational documents, contracts or otherwise, and whether or not relating to
claims pending on, or asserted after, the Closing; provided, however, that
nothing contained herein shall operate to release any obligations of Panoramic
arising under or relating to the Purchase Agreement or any obligation that has
been specifically disclosed in any Exhibit or Disclosure Schedule to the
Purchase Agreement.
2. Each Shareholder hereby irrevocably covenants to refrain from,
directly or indirectly, asserting any claim or demand, or commencing,
instituting or causing to be commenced, any proceeding of any kind against any
Releasee, based upon any matter purported to be released hereby.
3. Without in any way limiting any of the rights and remedies otherwise
available to any Releasee, each Shareholder shall, severally and not jointly,
indemnify and hold harmless each Releasee from and against all Losses (including
incidental and consequential damages) whether or not involving third party
claims, arising directly or indirectly from or in connection with (i) the
assertion by or on behalf of any Shareholder or any of Shareholder's Affiliates,
heirs, successors and assigns of any claim or other matter purported to be
released pursuant to this Release and Consent to Termination, and (ii) the
assertion by any third party of any claim or demand against any Releasee, which
claim or demand arises directly or indirectly from, or in connection with, any
assertion by or on behalf of any Shareholder or any of Shareholder's Affiliates,
heirs, successors or assigns against such third party of any claims or other
matters purported to be released pursuant to this Release and Consent to
Termination.
4. If any provision of this Release and Consent to Termination is held
invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Release and Consent to Termination will remain in full force
and effect. Any provision of this Release and Consent to Termination held
invalid or unenforceable only in part or degree will remain in full force and
effect to the extent not held invalid or unenforceable.
5. This Release and Consent to Termination may not be amended, modified
or revoked, except in writing signed by the parties hereto.
6. This Release and Consent to Termination shall be governed by and
construed under the laws of the State of Colorado, without regard to principles
of conflicts of law.
7. This Release and Consent to Termination may be executed in one or
more counterparts, each of which will be deemed an original but all of which
together shall constitute one and the same agreement.
-2-
<PAGE> 3
IN WITNESS WHEREOF, each of the undersigned have executed and delivered
this Release and Consent to Termination effective as of the date first above
written.
PANORAMIC CARE SYSTEMS, INC.
By: /s/ Don Muir
-----------------------------------------
Name: Don Muir
Title: President and Chief Executive Officer
MANAGEMENT - DATA, INC.
By: /s/ Todd Spence
-----------------------------------------
Name: Todd Spence
Title: President
SHAREHOLDERS
/s/ Todd Spence
--------------------------------------------
Todd Spence
/s/ Di Anne Kerrigan
--------------------------------------------
DiAnne Kerrigan
/s/ Tom Kerrigan
--------------------------------------------
Tom Kerrigan
-3-
