EXHIBIT 3
HEWLETT-PACKARD COMPANY
June 6, 1999
Amarfour LLC
000 Xxxx Xxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Re: Diametrics Medical, Inc.
Dear Sirs:
Reference is made to the Common Stock Purchase Agreement between Diametrics
Medical, Inc. and Hewlett-Packard Company to be entered into on the date
hereof substantially in the form attached hereto as Exhibit A (the "Purchase
Agreement"). All capitalized terms used but not otherwise defined in this
letter shall have the meanings ascribed to them in the Purchase Agreement.
Based on our review of Company's recent SEC filings, we understand that you
have a significant ownership position in Company. The Purchaser is unwilling
to enter into the Purchase Agreement absent your assurance regarding certain
matters addressed in Section 9.9 of the Purchase Agreement. In order to
further induce the Purchaser to enter into the Purchase Agreement and to
consummate the transactions contemplated thereby, the Purchaser hereby
requests that you agree as follows:
1. Upon the written request of the Purchaser, following the closing
contemplated under the Purchase Agreement, you will promptly enter into an
agreement with the Purchaser in accordance with the terms of Section 9.9 of
the Purchase Agreement. Such agreements will be suspended at such times, if
any, during the Two-Year Period that the Purchaser's owned voting power in
Company falls below (a) 12% due to transfers of Company equity by the
Purchaser and/or (b) 10% for any other reason. Such agreement shall only be
effective during the Two-Year Period.
2. You believe that, as a shareholder of Company, you will derive substantial
indirect benefit from the Purchaser's execution, delivery and performance of
the Purchase Agreement and the consummation of the transactions contemplated
thereby.
Amarfour LLC
Page 2
June 6, 1999
Please execute a copy of this letter in the space indicated to confirm
your agreement with the matters set forth in clauses (1) and (2) above, and
forward the signed letter by facsimile to the attention of Xxxx Xxxxxxxx at
650/857-4837, with hard copy to follow by U.S. Mail.
Thank you for your cooperation in this matter.
Sincerely,
HEWLETT-PACKARD COMPANY
By: /s/ Xxxx X. Xxxxxxxx
---------------------
Name: Xxxx X. Xxxxxxxx
Title: Corporate Counsel
Agreed to and Accepted as of the date first above written:
AMARFOUR LLC
By: /s/ Xxxxxxxx X. Xxxxxxxxx
-------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: Trustee of Amarillo Residuary
Trust No. 1, a member
