Exhibit 99.8
WEIL, GOTSHAL & XXXXXX LLP
000 Xxxxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
(000) 000-0000
FAX: (000) 000-0000
July 31, 2000
VIA FACSIMILE
Xx. Xxxx X. Xxxxxxx
Chairman of the Board
Integrated Orthopaedics, Inc.
0000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
RE: July 24, 2000 Agreement
Dear Xx. Xxxxxxx:
This letter will serve to clarify 2 provisions of the Agreement executed by
you and others on July 24 and 25, 2000. Please sign below evidencing your
acknowledgement and clarification of the points addressed in this letter. A
copy of the Agreement is attached for your convenience. Defined terms in this
letter have the meaning ascribed to them in the Agreement.
First, under paragraph 1 of the Agreement, the Release is effective in the
event the B Holder chooses to convert is Series B Preferred Stock into shares of
the Company's common stock at a Conversion Price of $1.50 or higher (i.e., the
Reduced Conversion Price). This letter will serve to clarify that the Reduced
Conversion Price of $1.50 or higher is satisfied by receipt of an effective
price received by the B Holder of a $1.50 or higher. For example, the Reduced
Conversion Price of $1.50 or higher is met under the Agreement if the B Holder
converts some of its shares at a price of less than $1.50 so long as it also
forfeits, waives, transfers, and assigns its remaining shares for no money,
resulting in an effective price for all shares or $1.50 or higher.
Second, it appears that a mutual mistake was made by the parties in
paragraph 7 of the Agreement. Paragraph 7 contains the defined term "Integrated
Orthopaedics." No such term is defined in the Agreement. Instead, in the
introductory paragraph of the Agreement "B Holder" is the phrase defined to
include Integrated Orthopaedics and that phrase should have been used in
paragraph 7 of the Agreement. As a result, "B Holder" should be substituted for
"Integrated Orthopaedics" in paragraph 7 of the Agreement. With the mutual
mistake corrected, paragraph 7 would read as follows (the only changes are the
underlined terms):
7. Any reference to the "party" or the "parties" shall mean and
refer to B Holder or Kauachi or both and each of B Holder's affiliates,
subsidiaries, parent corporations, successors-in-interest, predecessors-in-
interest, agents, servants, employees, partners, officers, directors,
attorneys, consultants, and representatives, if any, whether specifically
named herein or not, and any other person in privity with any of them.
Please sign below acknowledging your understanding and acceptance of these
clarifications.
If you have any questions, please call me.
Very truly yours,
Xxxx Xxxxxxxxx
AGREED TO AS ABOVE:
Xxxx X. Xxxxxxx
The undersigned, understand and agree to the clarifications outlined in
this Letter dated July 31, 2000, addressed to Xxxx X. Xxxxxxx regarding the
Agreement, as follows:
Xxxxxxx X. Xxxxxxx, M.D
Xxxxxx Xxx Xxxxxxx
Xxxxxxx Xxxxx
Xxx Xxxxxx
Xxxx Xxxxxxxxxxx
Xxxx Xxxxxxxx
Xxxxxx Xxxxxxx
Xxxxx Xxx
Xxxxxxx Xxxxxxxxxx
Xxxx Xxxxxxxx
Xxxxx Xxxxxxx
