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EXHIBIT 99(c)
SHARPS COMPLIANCE, INC.
X.X. XXX 00000
XXXXXXX, XXXXX 00000
October 3, 1997
Xx. Xxxx X. Xxxxxx
0000 Xxxx Xxx Xxxxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Xx. Xxxxxx X. Xxxxxx, Xx.
0000 Xxxx Xxxxx Xxxxx
Xxxxx 0000
Xxx Xxxxxxx, Xxxxx 00000
Xx. Xxxx Xxxxx
Sharps Compliance, Inc.
X.X. Xxx 00000
Xxxxxxx, Xxxxx 00000
Gentlemen:
This letter, when accepted by each of you in the manner as hereinafter
set forth, will evidence an agreement by and between Xxxx X. Xxxxxx
("Xxxxxx"), Xxxxxx X. Xxxxxx, Xx. ("Xxxxxx"), Xx. Xxxx Xxxxx, ("Xxxxx") and
Sharps Compliances, Inc., ("SCI"), in regards to the following terms and
conditions:
1. Issuance of SCI stock to Xxxxxx and Xxxxxx. - Immediately upon execution of
this letter, SCI shall increase its authorized capital stock from 1,000,000
to 10,000,000 and cause to be issued to Xxxxxx, 1,250,000 shares of common
stock of SCI in consideration of services rendered to SCI ("Xxxxxx Stock"),
750,000 shares of common stock of SCI to be issued to Xxxxxx in
consideration of certain financial consulting services ("Xxxxxx Stock"),
and Xxxxx shall forward split his 1,000 shares into 3,000,000 shares of the
outstanding common stock of SCI. Xxxxxx and Xxxxxx agree to execute
appropriate subscription documents evidencing certain representations in
regards to the issuance of the shares described in this Section 1.
2. Loan by Xxxxxx. - Within thirty (30) days from the date of this letter,
Xxxxxx agrees to loan (the "Loan") to SCI an amount equal to $400,000.00 to
be evidenced by a Promissory Note bearing interest at 8% and, to be payable
upon the sooner of (i) the subsequent completion of a Business Transaction
(as defined in Section 6 below) in which the use of proceeds shall
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provide for such repayment, or (ii) six (6) months from the date Xxxxx
shall exercise his option as provided in Section 6 below.
3. Merger of SCI into U.S. Medical Systems, Inc. ("US Medical"). - Immediately
upon execution of this Agreement, SCI agrees to begin negotiations to enter
into a merger agreement with US Medical (the "Merger Agreement") on terms
and conditions which shall be acceptable to SCI and its legal counsel. As a
result of the merger of SCI into U.S. Medical (the "Merger"), all board
members of U.S. Medical shall resign and be replaced with the board of
directors of SCI (which board shall include Xxxxx, Xxxxxx and Xxxxxx). Such
Merger Agreement shall be executed no later than November 15, 1997. The
Merger Agreement shall also provide that as a result of such Merger, Xxxxx,
Xxxxxx and Xxxxxx shall own no less than the following percentages of total
issued and outstanding common stock of SCI/US Medical, 52.6%, 21.9%, and
13.24%, respectively. Additionally, the Merger Agreement shall provide that
Xxxxx, Xxxxxx and Xxxxxx agree to enter into a Lockup Agreement whereby
each of them agree that 90% of their total issued and outstanding shares of
common stock of SCI/US Medical after consummation of the Merger shall not
be sold for eighteen (18) months from the date of effectiveness of a public
offering. There shall be no prohibitions on the remaining ten percent
(10%,) except those which may be imposed by applicable state and federal
securities laws. Such Merger Agreement shall also require Xxxx Xxxxx to
enter into an Employment Agreement on terms and conditions mutually
agreeable to the Board of Directors of U.S. Medical/SCI, Xxxxx and his
counsel.
4. Private Equity Funding. - Xxxxxx agrees to assist SCI/US Medical in raising
a minimum of $2,000,000 of additional equity. Such offering shall be made
only to "accredited investors," as that term is defined by Item 501 of
Regulation D of the Securities and Exchange Commission. As a result of
such equity offering, Xxxxx shall not own less than 44.8% of the total
issued and outstanding stock of SCI/US Medical.
5. U.S. Medical Annual Meeting. - Xxxxxx agrees to cause U.S. Medical to
complete and file its 10K and Proxy Statement with the Securities and
Exchange Commission no later than November 30, 1997, with the intent that
the annual meeting of U.S. Medical shall be held prior to December 31,
1997. All parties agree that the Merger Agreement shall become effective on
the same day as the annual meeting, and that the private equity funding
provided by Xxxxxx shall also be completed upon consummation of the Merger
at the annual meeting.
6. Failure to Consummate Merger. - In the event the Merger is not consummated
by December 31, 1997, all parties agree that Xxxxxx and Xxxxxx shall be
provided an additional three months until March 15, 1998 to complete either
the Merger, or a "business transaction." For purposes of this Agreement,
the term "business transaction" shall mean any sale, merger, acquisition or
series or combinations of transactions, other than in the ordinary course
of trade or business, whereby, directly or indirectly, control of a
material interest in SCI or any of its business or a substantial portion of
its or their respective assets, is transferred for consideration,
including, without limitation, a sale or exchange of capital stock or
assets, a lease of assets with or without a purchase option, a leverage buy
out, the formation of a joint venture, a public offering or any similar
transaction. In the event a "business transaction"
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has not taken place by March 15, 1998, Xxxxx shall have the option of (i)
agreeing to repay the Loan within six (6) months from the date of his
election in equal principal and interest payments, at a rate of 8% per
annum, and repurchase Xxxxxx'x Stock for $1,250 and repurchase Xxxxxx Stock
for $750.00 or (ii) repurchase only 500,000 shares of stock held by Xxxxxx
for the sum of $500.00 Xxxxxx shall agree to forgive repayment of the Loan
and as a result thereof, Xxxxxx and Xxxxxx would each own 750,000 shares of
common stock of SCI. In the event Xxxxx repurchases all of the Xxxxxx Stock
and Xxxxxx Stock and the Loan is to be repaid as provided above, Xxxxx
shall agree that in the event SCI shall enter into a commitment to
consummate any "business transaction" within six (6) months from the date
thereof, Xxxxx shall offer Xxxxxx and Xxxxxx the right to acquire 16 1/2%
each of the outstanding capital stock of SCI immediately prior to the
effectiveness of any such "business transaction" for the aggregate purchase
price of 400,000. Furthermore, the parties agree that if, on March 15, 1998
SCI shall (i) be a party to any "business transaction" which has not been
consummated as of that date, or (ii) have filed with the Securities and
Exchange Commission a registration statement for the registration of shares
of SCI, all parties agree that Xxxxxx may delay the option discussed
hereinabove for an additional sixty (60) day period, it being the intent of
all parties that any pending transaction must be completed within such time
frame. Failure to complete such transaction by May 15, 1998 shall entitle
Xxxxx to exercise one of the above options discussed herein.
While it is not the intention of the parties to discuss all terms and
conditions of the transactions contemplated herein, it is the intent to reach
an understanding of the form by which the parties will go forward to consummate
a transaction. Therefore, if you are in agreement with the terms and conditions
contained herein, please execute in the spaces provided below.
Very truly yours,
SHARPS COMPLIANCE INC.
By: /s/ XXXXXX XXXXX
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Xx. Xxxxxx Xxxxx, President
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Accepted and Agreed to this
______day of __________, 1997.
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Xxxx X. Xxxxxx
/s/ XXXXXX X. XXXXXX, XX.
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Xxxxxx X. Xxxxxx, Xx.
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Xx. Xxxx Xxxxx
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Accepted and Agreed to this
6 day of October , 1997.
/s/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, Xx.
/s/ XX. XXXX XXXXX
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Xx. Xxxx Xxxxx
