EXHIBIT 10.12
[LETTERHEAD OF CYTOMEDIX, INC.]
December 26, 2000
Xx. Xxxxx Xxxxxxxxx
The Xxxxxxxxx Group
00000 Xxx Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx
Dear Xxxxx:
I know you have spoken today with Xxxxxx Xxxxx relative to execution of a
lock-up with a form of agreement as attached hereto. As you know, this agreement
is a condition precedent to completion of the financing in which we are
presently engaged.
In consideration of your execution of this agreement, and provided that the
financing closes, Xxxxxxxxx agrees to include your warrants, and common shares
that may issue upon exercise thereof, in our next registration statement that is
filed with the SEC. Per the terms of our agreement with the lenders, that
statement will be filed within 45 days from the closing of the transaction.
Specifically, that registration will include:
|X| Warrant for 600,000 shares at $4 per share earned from your arrangement
with Autologous Wound Therapy.
|X| Warrants for 26,500 shares at $10 per share earned in connection with a
private placement completed in March of this year.
|X| All additional warrants that will be earned and issued in connection with
the present financing, the terms of which will become final based on the
closing.
Xxxxx, I believe this covers any and all warrants that you have earned, absent
any additional warrants that may be issued with respect to future rounds of
financing. We appreciate your help and assistance in this matter, especially the
introduction to Bristol Capital.
If you are agreeable to these terms, please sign below where indicated and on
the form of agreement attached hereto. Please FAX one copy of each to Cytomedix
at (000) 000-0000 and one to Xx. Xxxxx Xxxx at Xxxxxx & Xxxxxxx, Los Angeles at
(000) 000-0000. Also, please send a signed original to Xxxxx at 000 Xxxx Xxxxx
Xxxxxx, Xxxxx 0000, Xxx Xxxxxxx 00000.
Kind regards,
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Accepted & Agreed for the Xxxxxxxxx Group:
/s/ Xxxxx Xxxxxxxxx - 12-26-2000
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