Exhibit 99.2
X. Xxx Xxxxxx, M.D.
September 30, 1999
Seal Holdings Corporation
0000 X. Xxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Gentlemen:
This letter will confirm my agreement, in connection with
consummation of that certain Agreement and Plan of Merger by and among Seal
Holdings Corporation, OH, Inc. and OH Acquisition Corp., to make funding
available to Seal Holdings Corporation for working capital purposes and to
enable Seal to enter into acquisitions and other transactions, all as approved
from time to time by the Board of Directors of Seal.
The foregoing commitment to provide funding shall be subject
to the following terms and conditions:
Such funding shall be in the form of either direct equity investment or
lending arrangements in an aggregate amount not to exceed $10,000,000.
The form of investment will be as agreed by the Board of Directors of
Seal and the undersigned consistent with the best interests of the
Corporation and all of its shareholders. In connection therewith, the
undersigned acknowledges that the investment shall be structured taking
into account all of the relevant factors, including, among other
things, dilution to the existing shareholders of Seal.
This commitment is intended to be a binding obligation on the undersigned;
provided, however, that the undersigned shall have the right to delegate his
obligations hereunder to entities under the control of the undersigned.
Very truly yours,
/s/ X. Xxx Xxxxxx, M.D.
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X. Xxx Xxxxxx, M.D.
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