Exhibit 4.8
AGREEMENT dated as of the 31st of January, 2000 between Milestone
Scientific, Inc. ("Milestone") and the undersigned holders of Milestone's
outstanding 3% Convertible Notes.
1. Milestone hereby agrees to allow each of the undersigned holders of its
3% Convertible Notes to convert such Notes at $1.25 per share, i.e. one half of
the present conversion price, and each of the undersigned agrees to submit his
Notes to Milestone for conversion at that price not later than February 29,
2000.
2. Each of the undersigned acknowledges that one half of the shares to be
issued on conversion of the Notes have not been registered under the Securities
Act of 1933, as amended, are being acquired for investment without a view to
distribution and will bear a suitable legend to such effect. Milestone hereby
agrees that the Shares issued on conversion of the Notes which are not presently
covered by a Registration Statement shall be deemed to be included within the
definition of "Registerable Securities" set forth in that certain Registration
Rights Agreement between Milestone and the undersigned and shall enjoy all of
the registration rights and other benefits provided for in such Registration
Rights Agreement.
IN WITNESS WHEREOF the parties have executed this document as of the
day and year first above written.
MILESTONE SCIENTIFIC, INC.
by:________________________________
Xxxxxxx Xxxxx, Chairman and
Chief Executive Officer
Name Face Amount of No. of Shares
3% Convertible
Notes to be
Converted
$
____________________________________
X. XXXXXX XXXXXXXX 250,000 200,000
CUMBERLAND PARTNERS
By Cumberland Associates LLC, as its
investment advisor
By:_____________________________ 1,150,000 920,000
LONGVIEW PARTNERS
by Cumberland Associates LLC, as its
investment advisor
By: ________________________________ 125,000 100,000
LONGVIEW PARTNERS B, L.P.
by Cumberland Associates LLC, as its
investment advisor
By:________________________________ 165,000 132,000
LONGVIEW PARTNERS C, L.P.
by Cumberland Associates LLC, as its
investment advisor
By:_____________________________ 60,000 48,000
________________________________
XXXXXXX XXXXX 250,000 200,000
STRATEGIC RESTRUCTURING PARTNERSHIP LP
By:___________________________ 250,000 200,000
Xxxxxxx Xxxxxx
