Exhibit (d)(1)(L)
ORTHOSTRATEGIES, INC.
31 THE BIRCHES
ROSLYN ESTATES, NEW YORK 11576
December __, 2000
Mr. Andrew H. Meyers ("Meyers")
31 The Birches
Roslyn Estates, New York 11576
Kanders & Co., Inc. ("Kanders & Co.")
Attention: Mr. Warren Kanders.
21 Dairy Road
Greenwich, CT 06830
Mr. Greg Nelson ("Nelson")
3664 Maria Lane
Carlsbad, California 92008
Re: Commitment to Fund
Gentlemen:
1. OrthoStrategies, Inc. ("OS") and its wholly-owned subsidiary,
OrthoStrategies Acquisition Corp. ("Purchaser"), intend to enter into a Tender
Offer Agreement with The Langer Biomechanics Group, Inc. ("Langer"), wherein
Purchaser will agree to commence a tender offer (the "Offer") for and purchase
up to 1,959,886 shares of the common stock, $.02 par value per share (the
"Shares"), of Langer at a price per Share of $1.525. The Purchaser agrees to
assign, pursuant to Section XI E of the Tender Offer Agreement, the right to
purchase the Shares, and by your signatures below, each of you confirms your
agreement to purchase the Shares required to be purchased in the Offer in
proportion to your commitment set forth in paragraph 4 below, up to the maximum
amount required to be purchased pursuant to the Offer.
2. Alternatively, but only upon the written agreement of all parties
hereto, you will provide Purchaser on a timely basis such funds as may be
necessary to enable Purchaser to acquire all Shares tendered up to the maximum
amount required to be purchased pursuant to the Offer, and the Shares will be
transferred to each of you by the Purchaser immediately following the Closing of
the Tender Offer exactly in proportion to the amount of funds each of you would
have expended had you purchased the Shares directly pursuant to paragraph 1.
3. In either event, each of you agrees to pay all fees and expenses
required to be paid by OS, Purchaser and Kanders & Co. in connection with the
Offer in the same proportion as your
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"Aggregate Share Entitlement", which is defined for each of you as the number of
Shares you are committed to purchase in the Offer plus the number of Shares
which you are entitled to obtain pursuant to exercise of OS Options (as defined
below) allocated to you, assuming all OS options are exercised. The OS Options
are defined as the options for an aggregate of 1,400,000 Shares granted by
Langer to OS effective on the Closing Date of the Tender.
4. Your commitment is as follows:
(a) If the maximum number of Shares, to wit 1,959,886, are tendered the
aggregate amount which the three of you will be required to fund to purchase the
Shares is $2,988,826, and funding shall be provided by the three of you in the
following amounts:
(i) Meyers - One million dollars ($1,000,000);
(ii) Nelson - Three hundred thousand dollars ($300,000);
(i) Kanders & Co. - One million six hundred eighty-eight thousand eight
hundred twenty-six dollars ($1,688,826).
(b) If the number of Shares tendered in the Offer is less than 1,959,886,
the amount of funding to be provided by each of you shall be reduced pro rata.
For example, if the minimum number of Shares are tendered, to wit 1,332,722
Shares, the aggregate amount which the three of you will be required to fund to
purchase the Shares is $2,032,401 and funding shall be provided by the three of
you in the following amounts:
(a) Meyers - Six hundred eighty thousand dollars ($680,000);
(b) Nelson - Two hundred four thousand dollars ($204,000);
(c) Kanders & Co. - One million one hundred forty-eight thousand four
hundred one dollars ($1,148,401).
5. Funding by you may be supplied directly or by affiliated corporations
or investment entities or individuals, and Shares purchased pursuant to the
Tender Offer Agreement (if purchased directly rather than through the
Purchaser), shall be directed to such entities or individuals. Notwithstanding
your assignment to any affiliated corporations or investment entities or
individuals of the right to supply funds, each of you shall remain obligated for
your full commitment as set forth above.
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6. This letter is binding upon the parties hereto and their respective
heirs, executors, successors, representatives and assigns and shall not be
enforceable other than by the parties to this letter, although it is understood
that Langer is relying upon this letter in executing the Tender Offer Agreement.
7. This letter shall be governed by and construed in accordance with the
laws of the State of New York (without giving effect to the principles of
conflicts of law). The Company and the Optionee each agrees that the federal or
state courts located in the State of New York shall have exclusive jurisdiction
in connection with any dispute arising out of this letter.
8. If any provision of this letter, or any part of any of them, is
hereafter construed or adjudicated to be invalid or unenforceable, the same
shall not affect the remainder of the covenants or rights or remedies which
shall be given full effect without regard to the invalid portions.
9. No term, provision or condition of this letter may be modified or
discharged unless such modification or discharge is agreed to in writing and
signed by the parties hereto. No waiver by either party hereto of any breach by
the other party hereto of any term, provision or condition of this letter to be
performed by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time .
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Please confirm your agreement to the foregoing by executing a copy of this
letter in the appropriate space below and returning the executed copy to the
undersigned.
ORTHOSTRATEGIES, INC.
By:
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Agreement Confirmed as of the date
hereof:
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ANDREW H. MEYERS
KANDERS & CO., INC.
By:
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Warren Kanders, President
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GREG NELSON
