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EXHIBIT 10.82
drkoop.com, Inc.
7000 N. Mopac, Suite 400
Austin, Texas 78739
August 22, 2000
Prime Ventures, LLC
233 Wilshire Boulevard, Suite 800
Santa Monica CA 90401
Ladies and Gentlemen:
This letter agreement will confirm our agreement with respect to
certain stock purchase warrants drkoop.com, Inc. (the "Company") proposes to
issue to you (or your designees) as an inducement, among other things, to your
granting permission to the Company to employ certain of your employees following
the closing of the proposed preferred stock financing described in the
Confidential Private Placement Memorandum dated July 12, 2000 and the related
Cumulative Supplement dated August 16, 2000, as corrected through the date
hereof (the "Permanent Financing").
The Company wishes to employ Messrs. Richard M. Rosenblatt, Edward A.
Cespedes and Stephen Plutsky (collectively, the "New Employees") as officers of
the Company. In consideration of your decision to permit the Company to employ
the New Employees, the Company will issue and deliver to you, within two
business days after the date upon which the New Employees become employed by the
Company, stock purchase warrants to purchase 3,629,000 shares of common stock of
the Company in the form attached hereto as Exhibit A (the "Category A
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Warrants").
In consideration of your assistance with evaluating and structuring
the Permanent Financing, the Company will issue and deliver to you (or your
designees, a list of which shall be provided in writing to the Company), within
two business days after the date of the final closing of the Permanent Financing
stock purchase warrants to purchase 2,700,000 shares of common stock of the
Company in the form attached hereto as Exhibit B (the "Category B Warrants" and
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together with the Category A Warrants, the "Warrants").
The Company and you make, and each of your designees shall make prior
to the issuance of any Warrants to such designee, the respective representations
and warranties with respect to the issuance of the Warrants set forth on Annex A
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which constitutes a part of this letter agreement.
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You agree and acknowledge that the issuance of the Warrants to you
(and your designee(s)) represents full and complete payment for your assistance
to the Company in connection with the Permanent Financing and the grant of your
permission to the Company to hire the New Employees.
The Company agrees to reimburse you for all reasonable fees and
disbursements of your legal counsel not to exceed $75,000.00 incurred in
connection with the employment by the Company of your employees and your
assistance to the Company in connection with the Permanent Financing. This
letter agreement shall terminate and be of no further force or effect in the
event that the Permanent Financing has not closed and the New Employees have not
become employees of the Company.
This letter agreement contains the entire agreement between you and
the Company with respect to all matters addressed herein and will supersede and
replace all prior agreements, written or oral, between the parties relating to
the foregoing. This letter agreement will be governed by and construed in
accordance with the laws of the State of Texas without regard to conflicts of
law provisions and principles of that state. Neither this letter agreement nor
any provisions hereof may be waived, amended, modified or supplemented except
pursuant to an agreement in writing executed by the party against whom
enforcement of such waiver, amendment, modification or supplement is being
sought.
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Please confirm that the foregoing correctly sets forth the agreement
between us by signing in the space provided below. This letter agreement may be
executed in counterpart.
Sincerely yours,
drkoop.com, Inc.
By: /s/ Donald W. Hackett
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Name: Donald W. Hackett
Title: Chief Executive Officer
The foregoing is hereby acknowledged and agreed to as
of the date first above written.
By: /s/ Richard M. Rosenblatt
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Name: Richard M. Rosenblatt
Title: Chief Executive Officer
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