Xxxx X. Xxxxxxx
00 Xxxxxx Xxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
June 30, 1999
National Medical Health Card Systems, Inc.
00 Xxxxxx Xxxx Xxxxx
Xxxx Xxxxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This letter agreement supersedes that certain letter, dated June 8, 1999,
from the Xxxx X. Xxxxxxx Revocable Trust to National Medical Health Card
Systems, Inc. (the "Company").
This will confirm that, in the event that the Company consummates a public
offering as currently contemplated and as described in a draft Amendment No. 3
to Form S-1 Registration Statement anticipated to be filed with the Securities
and Exchange Commission, at the closing of such offering, the undersigned will
pay to the Company an amount equal to the proceeds from the sale of five hundred
thousand (500,000) common shares of the Company owned by the undersigned in such
offering, net of an amount equal to twenty seven (27%) percent of such proceeds,
underwriting discounts, commissions, non-accountable expense allowance and a
financial advisory fee payable by the undersigned in connection with the sale of
such shares on account of certain indebtedness owed by certain affiliates of the
undersigned to the Company. Please acknowledge your agreement to the foregoing
by signing this letter below.
Very truly yours,
XXXX X. XXXXXXX REVOCABLE
TRUST
By: /s/ Xxxx X. Xxxxxxx
------------------------------
Xxxx X. Xxxxxxx
Trustee
READ AND AGREED:
NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC.
By: ______________________________________
Name: _______________________________
Title: _______________________________
