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EXHIBIT 2.5.2
March 22, 1997
VIA FACSIMILE 000-000-0000
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The Company Doctor
Las Colinas -- Xxxxxxxx Square
0000 X. X'Xxxxxx Xxxx.
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxx X. Angle, M.D.,
Chairman, C.E.O.
Dear Dr. Angle:
This letter is to confirm the agreements we reached in our telephone
conversations last evening regarding (i) the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of the 113,376 shares of The
Company Doctor common stock owned by Xxxxx X. Xxxxxxxxx, M.D. and the 113,376
shares of The Company Doctor common stock owned by Xxxxxxxxx X. Xxxxxx, M.D.,
(such 226,752 shares being collectively referred to herein as the "TCD
Shares"), and (ii) the withdrawal of our notices of rescission of the transfer
of the TCD Shares pursuant to our letters (herein, collectively, the "Notices
of Rescission"), dated March 5, 1997, to Xx. Xxxxxx X. Xxxxx, Vice President
of The Company Doctor. Those letters exercised our right of rescission pursuant
to Section 3 of the Stock Purchase Agreement (the "Stock Purchase Agreement")
effective July 1, 1996, by and among The Company Doctor, as Purchaser, and
Doctors' Inn Incorporated, Xxxxx X. Xxxxxxxxx, M.D. and Xxxxxxxxx X. Xxxxxx,
M.D., as Sellers, based upon the Purchaser's failure to register the TCD Shares
on or before February 28, 1997.
You have requested that we amend Section 3 of the Stock Purchase
Agreement to provide that the Purchaser shall use its best efforts to cause to
be effective the registration of the TCD Shares not later than April 30, 1997
(herein, the "Registration"). The amendment is to further provide that if the
Purchaser fails to timely cause the Registration by April 30, 1997, Sellers
shall have the right, exercisable by Sellers giving written notice to Purchaser
subsequent to April 30, 1997, but prior to June 30, 1997, to rescind the
transfer of the TCD Shares, in which event (i) Sellers shall return the TCD
Shares to Purchaser and (ii) Purchaser shall pay to Seller within 15 days after
Purchaser receives Sellers' notice of rescission of the transfer of the TCD
Shares the greater of (i) $1,125,000.00 or (ii) the market value of the TCD
Shares owned by that Seller, which would have been registered pursuant to
Section 3 of the Stock Purchase Agreement, calculated based upon the average of
the closing trading price on NASDAQ of a share of The Company Doctor stock for
the five most recent trading days prior to April 30, 1997. The form of your
proposed amendment, captioned "Amendment to Stock Purchase Agreement" (herein,
the "Amendment"), prepared by you, is attached to this letter.
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We agree to withdraw our Notices of Rescission and to execute the
Amendment subject to the following agreements by The Company Doctor,
each of which shall be a condition to the withdrawal of our Notices
of Rescission and our execution of the Amendment:
1. In consideration of our withdrawal of our Notices of Rescission
and our execution of the Amendment, The Company Doctor shall issue to each of
Sellers 6,666 additional shares of The Company Doctor common stock (the
"Additional Shares") within five (5) business days after the effective date of
this agreement.
2. The Stock Purchase Agreement shall be further amended to
provide that the Purchaser shall use its best efforts to cause to be effective
the registration of the Additional Shares not later than April 30, 1997
(herein, the "Additional Share Registration"). The amendment is to further
provide that if the Purchaser fails to timely cause the Additional Share
Registration by April 30, 1997, Sellers shall have the right, exercisable by
Sellers giving written notice to Purchaser subsequent to April 30, 1997, but
prior to June 30, 1997, to rescind the transfer of the Additional Shares, in
the event (i) Sellers shall return the Additional Shares to Purchaser and (ii)
Purchaser shall pay to Seller within 15 days after Purchase receives Sellers'
notice of rescission of the transfer of the Additional Shares the greater of
(i) $40,000.00 or (ii) the market value of the Additional Shares owned by that
Seller, which would have been registered pursuant to Section 3 of the Stock
Purchase Agreement, as amended, calculated based upon the average of the
closing trading price on NASDAQ of a share of The Company Doctor stock for the
five most recent trading days prior to April 30, 1997.
3. We have by letter dated August 22, 1996 requested that you
register the TCD Shares under the Securities Act. To the extent that request
was rescinded by our Notices of Rescission, by this letter Sellers hereby
request, upon your acceptance of the terms of this letter, that your register
under the Securities Act the TCD Shares, and the Additional Shares issued to
each of Sellers pursuant to this agreement, in accordance with Section 3 of the
Stock Purchase Agreement, as amended by the Agreement, that Purchaser shall use
its best efforts to cause to be effective the registration of the TCD Shares
and the Additional Shares not later than April 30, 1997.
4. The Stock Purchase Agreement shall be further amended to
provide that for a period beginning on the earlier of the date of Registration
or April 30, 1997 and ending on February 28, 1998, Sellers shall not sell,
assign, transfer, deliver, burden, pledge or encumber in any one month more
than one-twelfth (1/12th) of the TCD Shares or the Additional Shares.
Commencing March 1, 1998, this restriction shall terminate in its entirety as
to both the TCD Shares and the Additional Shares.
5. The additional amendments to the Stock Purchase Agreement
required by the terms of this agreement must be in form and substance
reasonably acceptable to both Sellers and Purchasers and shall be executed by
the parties within five (5) business days after the effective date of this
agreement.
6. The Company Doctor agrees to reimburse us for all attorney's
fees incurred by us in connection with this matter. We have incurred
approximately $5,800 in fees to date.
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There may be additional fees due for work performed by our counsel after this
date. Reimbursement if the final amount of our fees must be made to our account
by wire transfer within five (5) business days after the effective date of this
agreement. We will timely inform you of the final amount after receipt of this
agreement signed by you as provided below.
7. The effective date of this agreement shall be the date when the
undersigned receives a counterpart of this letter agreement signed by The
Company Doctor as provided below. To facilitate this matter we have, at your
request, executed the Amendment attached hereto, however, you understand and
agree that the amendment is subject to and contingent upon your acceptance of
this terms and conditions of this letter. In the event such terms are not
acceptable to The Company Doctor, the Amendment is not effective as to the
undersigned and we request that you return the original executed Amendment to
the undersigned.
8. The Company Doctor further understands and agrees that its failure
to timely perform any of the foregoing terms and conditions shall entitle us,
in addition to any other right or remedy we may have under the Stock Purchase
Agreement, or otherwise, to a rescission of this agreement and the
reinstatement of our original Notices of Rescission. Time is of the essence of
this agreement.
If the foregoing accurately states our agreement please indicate your
acceptance and agreement of these terms by having an authorized officer sign
below.
Thank you,
Very truly yours,
/s/ XXXXXXXXX X. XXXXXX, M.D.
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Xxxxxxxxx X. Xxxxxx, M.D.,
individually and on behalf of
Xxxxx X. Xxxxxxxxx, M.D.
ACCEPTED AND AGREED:
THE COMPANY DOCTOR,
a Delaware corporation
/s/ Xxxxxx X. Angle, M.D.
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Name:
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Its:
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Date: March __, 1997
