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Exhibit 10.90
BIOSHIELD (TM)
BIOSHIELD TECHNOLOGIES, INC.
June 27, 2000
Jackson, LLC
Wilson, LLC
c/o Citco Trustees (Cayman) Ltd.
Attn: David Sims
Corporate Center, Windwood One
West Bay Road
P.O. Box 31106 SMB
Grand Cayman, Cayman Islands
RE: BIOSHIELD TECHNOLOGIES, INC. (THE "COMPANY")
Dear Mr. Sims:
In consideration of and as a condition to the closing of the private
placement by the parties of the Company's $10,000,000 Series B Convertible
Preferred Stock and $50,000,000 Private Equity Credit Agreement (the "2000
Equity Line") of even date herewith, the parties hereto as holders of (i) Series
A Convertible Preferred Stock; (ii) Series B Convertible Preferred Stock; (iii)
common stock, no par value, of the Company ("Common Stock") issuable pursuant to
that certain Private Equity Credit Agreement, dated as of June 1999 and the 2000
Equity Line; (iv) Electronic Medical Distribution, Inc. common stock, par value
$0.0001 per share, which is exchangeable into Common Stock; and (v) Common Stock
issued as a result of (i)-(iv) above ((i)-(v) shall be collectively referred to
as Common Stock Holders") hereby agree as follows:
1. Limitation on Sales of Common Stock. The Common Stock Holders
and their affiliates agree not to directly or indirectly at
any time sell more than 20,000 shares of Common Stock on any
Trading Day; provided, however, (i) that if the daily volume
of the Common Stock, as reported by Bloomberg on any Trading
Day is greater than 100,000 per day and less than 250,000
(excluding any Common Stock sold by the Common Stock Holders),
then the Common Stock Holders may be permitted to sell a total
of 40,000 shares of Common Stock on any such Trading Day; (ii)
that if the daily volume of the Common Stock, as reported by
Bloomberg on any Trading Day is greater than 250,000 and less
than 500,000 shares of Common Stock (excluding any Common
Stock sold by the
5655 Peachtree Parkway, Norcross, Georgia 30092;
Tel: (770) 246-2000; Fax: (770) 368-0784
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Common Stock Holders) then the Common Stock Holders may be
permitted to sell a total of 70,000 shares of Common Stock on
any such Trading Day; (iii) no sales may be made within the
last hour of each Trading Day. Notwithstanding the foregoing
limitation on such sales, the holder shall be permitted to
sell on any Trading Day without any limitation on such sales
in the event that the daily trading volume (excluding any
Common Stock sold by the Common Stock Holders) is in excess of
500,000 shares on any Trading Day (preceding any Common Stock
held by the Common Stock Holder).
2. Binding Nature of Agreement. The terms of this letter are
intended to be binding on any transferee or assignee of the
Common Stock Holders and no such transfer or assignment shall
be effective until such transferee or assignee agrees in
writing to be bond by the terms of this letter.
3. Definitions. Terms not otherwise defined herein shall have the
meaning set forth in the Articles of Amendment of the Company
dated as of June 14, 2000.
4. Counterparts. This agreement may be executed in counterparts,
which together shall constitute a single instrument.
BIOSHIELD TECHNOLOGIES, INC.
By: _____________________________
Name:
Title:
Accepted and agreed to this 15 day of June, 2000.
JACKSON, LLC
HOLDER OF ELECTRONIC MEDICAL DISTRIBUTION, INC. COMMON STOCK
By: _______________________________________
Name:
Title:
5655 Peachtree Parkway, Norcross, Georgia 30092;
Tel: (770) 246-2000; Fax: (770) 368-0784
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JACKSON LLC
BUYER OF COMMON STOCK OF BIOSHIELD TECHNOLOGIES, INC. JUNE 1999 PRIVATE EQUITY
LINE AND HOLDER OF COMMON STOCK
By: _______________________________________
Name:
Title:
WILSON LLC
HOLDER OF BIOSHIELD TECHNOLOGIES, INC. SERIES A PREFERRED STOCK
By: _______________________________________
Name:
Title:
5655 PEACHTREE PARKWAY, NORCROSS, GEORGIA 30092;
TEL: (770) 246-2000; Fax: (770) 368-0784