▇▇▇▇▇▇ PARTNERS, LLC
Two ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
October 31, 2001
Oracle Management, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇.
3rd Floor
Greenwich, CT 06830
Re: ▇▇▇▇▇▇, Inc.
Dear Sirs:
The following will confirm our agreement regarding securities of
▇▇▇▇▇▇, Inc.
The undersigned, ▇▇▇▇▇▇ Partners, LLC ("▇▇▇▇▇▇ Partners"), a holder of
common stock, par value $.02 per share ("Common Stock") of ▇▇▇▇▇▇, Inc. (the
"Company"), understands that Oracle Management, Inc., and/or certain of its
affiliates, including Oracle Partners, L.P., Oracle Institutional Partners,
L.P., ▇▇▇ Oracle Fund, Inc., and Oracle Offshore, Ltd. (collectively, "Oracle"),
propose to purchase from the Company 4% convertible subordinated notes, due 2006
(the "Notes").
In order to induce Oracle to proceed with the purchase of the Notes,
▇▇▇▇▇▇ Partners agrees that ▇▇▇▇▇▇ Partners will not, without the prior written
consent of Oracle, directly or indirectly, make any offer, sale, assignment,
transfer, contract to sell, grant of an option to purchase or sell or other
disposition of or enter into any transaction designed to result in the
disposition by ▇▇▇▇▇▇ Partners of any Common Stock (a "Transfer"); provided,
however, that the foregoing restriction shall terminate immediately upon the
Transfer by Oracle of one-third or more of the aggregate amount of Notes, or
shares of Common Stock received upon conversion of such Notes, to any person or
entity other than a person or entity which controls, is controlled by, or is
under common control with Oracle; and provided, further, that if less than
one-third of such interest is transferred by Oracle, then ▇▇▇▇▇▇ Partners shall
be permitted to transfer a pro-rata percentage of its holdings of Common Stock.
Notwithstanding anything else contained herein, ▇▇▇▇▇▇ Partners shall
be permitted to Transfer, without the prior written consent of Oracle, shares of
Common Stock to any charity, trust or foundation, or to family members or trusts
for the benefit of family members of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇; provided, that any such
transferee shall be subject to the terms of this Agreement.
▇▇▇▇▇▇ Partners agrees that, subject to the terms hereof, so long as
Oracle owns any Notes, or shares of Common Stock received upon conversion of the
Notes, should Oracle desire
Oracle Management, Inc.
October 31, 2001
Page 2
to designate its representative (the "Oracle Nominee") for election to the board
of directors of the Company, ▇▇▇▇▇▇ Partners will vote all shares of Common
Stock beneficially owned or held of record by ▇▇▇▇▇▇ Partners at any regular or
special meeting of the stockholders of the Company called for the purpose
electing the Oracle Nominee to the Company's board of directors, or in any
written consent executed in lieu of such a meeting. ▇▇▇▇▇▇ Partners agrees to
vote for so many Oracle Nominees to the Company's board of directors as is equal
on a percentage basis to the aggregate percentage ownership of Oracle in the
Company on a fully diluted basis; provided, however, that the Oracle Nominees
shall be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or such other persons that are mutually acceptable on
a reasonable basis to Oracle and ▇▇▇▇▇▇ Partners.
All notices and other communications hereunder shall be provided to the
addresses set forth above.
This letter agreement shall be governed by and enforced in accordance
with the laws of the State of New York, without regard to the conflicts of laws
provisions thereof. The parties hereto irrevocably submit to the exclusive
jurisdiction of the federal and state courts located in the County of New York,
State of New York for the prosecution of any actions or proceedings arising in
connection with this letter agreement.
This letter agreement constitutes the entire agreement between the
parties with regard to the subject matter hereof and supercedes all prior or
contemporaneous proposals, understandings, and agreements, oral or written,
between the parties relating to the subject matter hereof. This Agreement may
not be amended without the written consent of each of the parties hereto.
This letter agreement may be executed in one or more counterparts, each
of which shall be deemed an original but all of which together shall constitute
one and the same agreement.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
Oracle Management, Inc.
October 31, 2001
Page 3
If the foregoing accurately sets forth our agreement with respect to
the foregoing, please so indicate by executing and returning to the undersigned
a copy of this letter agreement.
Sincerely,
▇▇▇▇▇▇ PARTNERS, LLC
By: ________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
ACCEPTED AND AGREED:
-------------------
ORACLE MANAGEMENT, INC.,
on behalf of its self and its affiliates
By: _________________________________
Name: __________________________
Title: __________________________