LANGER BIOMECHANICS GROUP INC
SC TO-T, EX-99.(D)(1)(S), 2001-01-10
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                                                               Exhibit (d)(1)(S)

                                 31 The Birches
                         Roslyn Estates, New York 11576

                                                               December __, 2000

Kanders & Company, Inc.
Two Soundview Drive
Greenwich, CT  06830

Greg Nelson
3664 Maria Lane
Carlsbad, CA 92008

         Re: The Langer Biomechanics Group, Inc.; Best Efforts Agreement

Dear Sirs:

      The following will confirm our agreement  relating to the matters referred
to herein.

      1.  The  undersigned  OrthoStrategies,  Inc.  ("OS")  and  OrthoStrategies
Acquisition Corp.  ("Purchaser")  propose to enter into a Tender Offer Agreement
(the  "Tender  Offer  Agreement")  with  The  Langer  Biomechanics  Group,  Inc.
("Langer") pursuant to which the Purchaser will offer to purchase  approximately
75% of the issued and outstanding  shares of Common Stock of Langer (the "Target
Shares").

      2.  Pursuant to a letter  agreement of even date  herewith  (the  "Funding
Agreement"),  Kanders & Co. ("Kanders & Co."),  Andrew Meyers ("Andrew Meyers"),
and Greg Nelson  ("Greg  Nelson" ) and,  together  with Kanders & Co. and Andrew
Meyers, the "Participants")  have agreed to fund the obligation of the Purchaser
to  purchase  the Target  Shares in the  funding  amounts  set forth  therein in
exchange for receipt of the Target Shares in proportion to such funding amounts.

      3. In order to induce  Kanders & Co. to enter into the  Funding  Agreement
and to proceed with the purchase of the Target Shares, immediately following the
consummation  of the purchase of the Target  Shares each of Greg Nelson,  Andrew
Meyers,  OS,  and the  Purchaser  agrees,  in  his/its  capacity  as a direct or
indirect  shareholder  of  Langer,  to take all  necessary  actions,  and to use
his/its  respective best efforts to cause Langer to take all necessary  actions,
in order that Langer shall:

            a)    Execute and deliver a consulting  agreement  (the  "Consulting
                  Agreement")  between  Langer  and  Kanders  &  Co.,  in a form
                  acceptable  to Kanders & Co.,  pursuant to which Kanders & Co.
                  will provide general investment banking
<PAGE>

                  and financial  advisory services to Langer for a term of three
                  years in exchange for consideration of $100,000 per year;

            b)    Pursuant to the Consulting  Agreement,  execute and deliver an
                  indemnification agreement between Langer and Kanders & Co., in
                  a form  acceptable to Kanders & Co.,  pursuant to which Langer
                  will indemnify Kanders & Co. and Warren Kanders to the fullest
                  extent  authorized  by law,  against  any and all  losses  and
                  expenses  (including  all  interest,   assessments  and  other
                  charges paid or payable in connection  therewith)  incurred in
                  connection   with  Kanders  &  Co's  provision  of  consulting
                  services to Langer;

            c)    Pursuant to the Consulting  Agreement,  issue to Kanders & Co.
                  an option to  purchase  100,000  shares of Common  Stock at an
                  exercise price of $1.525 per share (the "Option");

            d)    Execute and deliver a registration  rights  agreement  between
                  Langer and  Kanders & Co., in a form  acceptable  to Kanders &
                  Co.,  pursuant to which Langer will seek to register under the
                  Securities  Act of 1933,  as amended,  shares of Common  Stock
                  acquired by Kanders & Co. in connection  with the Tender Offer
                  Agreement and/or the Option;

            e)    Issue  to  non-management   directors  of  Langer  options  to
                  purchase  up to 30,000  shares of Common  Stock at an exercise
                  price of $1.525 per share; and

            f)    Cause (i)  Burtt R.  Ehrlich  to be  elected  a  director  and
                  Non-Executive  Chairman  of  Langer  and  to  be  paid  annual
                  compensation of $10,000,  payable  quarterly in equal portions
                  and (ii) Greg Nelson,  Arthur  Goldstein,  Andrew Meyers,  and
                  Jonathon Foster to be elected as directors of Langer.

      4. In order to induce OS and the  Purchaser to enter into the Tender Offer
Agreement  and to proceed with the  purchase of the Target  Shares and to induce
Andrew  Meyers to enter into the  Funding  Agreement,  each of Kanders & Co. and
Greg Nelson agrees,  immediately  upon the  consummation  of the purchase of the
Target Shares in his/its capacity as a direct or indirect shareholder of Langer,
to take all necessary  actions,  and to use his/its  respective  best efforts to
cause Langer to take all necessary  actions,  in order that Langer shall execute
and  deliver  an  Employment   Agreement   between  Langer  and  Andrew  Meyers,
substantially in the form annexed hereto,  pursuant to which Andrew Meyers shall
serve as President and Chief Executive Officer of Langer for a three year term.

      5. The parties hereto jointly and severally  agree,  immediately  upon the
consummation of the purchase of the Target Shares in their respective capacities
as direct or indirect shareholders of Langer, to take all necessary actions, and
to use their  respective  best  efforts  to cause  Langer to take all  necessary
actions, in order that Langer shall execute and deliver separate indemnification
agreements  between Langer and Meyers in a form acceptable to Meyers and between
Langer and each of the persons  identified in paragraph 3(f) hereof  pursuant to
which Langer will indemnify  Meyers and said other persons to the fullest extent
authorized  by law,  against  any and all losses  and  expenses  (including  all
interest, assessments and other


                                       2
<PAGE>

charges paid or payable in connection therewith) incurred in connection with the
service of Meyers and each such other  person as an officer  and/or  director of
Langer and its subsidiaries and affiliates.

      6. The  parties  agree  that  the  term  "fees  and  expenses"  as used in
paragraph 3 of the Funding  Agreement and herein,  means the aggregate amount of
any professional, legal, accounting, printing, advertising,  depository/transfer
agent, solicitation agent, filing fees and other expenses incurred in connection
with the preparation, execution, and delivery of the Tender Offer Agreement, the
Option, the Registration Rights Agreement,  the Funding Agreement, and any other
agreements or documents entered into, and any other actions taken, in connection
therewith.  Schedule A hereto sets forth an estimate of the aggregate  amount of
such Expenses.

      7.  Notwithstanding  anything  else  contained  herein,  the Tender  Offer
Agreement,  the letter among the parties captioned  "Commitment to Fund" of even
date herewith  ("Funding  Agreement"),  or any other agreement or  understanding
among any of the  parties  hereto,  if in the  reasonable  opinion of any of the
Participants,  either of the  Purchaser  or OS shall have the right to terminate
the Tender Offer Agreement  pursuant to any of Sections XA(i),  (ii),  (iii), or
(vi) of the Tender Offer Agreement, any of the Participants, on behalf of itself
and any of its designees pursuant to Section XI.E. of the Tender Offer Agreement
(collectively "Withdrawing Party") may, without liability or further obligation,
decline to provide  funds for the  purchase of the Target  Shares and decline to
purchase Shares ("Withdrawal"); provided, however, that

      (a) if the Purchaser  thereafter  declines to close under the Tender Offer
Agreement,  each of the parties  shall have a  continuing  obligation  to fund a
portion  of the  Purchaser's,  OS's and  Kanders  & Co.'s  Expenses  in the same
proportion as his/its  "Aggregate Share  Entitlement" (as defined in the Funding
Agreement); and

      (b) if the Purchaser  nevertheless  proceeds to a Closing under the Tender
Offer Agreement despite a party's Withdrawal, and the Withdrawing Party does not
in fact purchase Shares, such Withdrawing Party shall not have any obligation to
contribute to the fees and expenses which would otherwise be required to be paid
by such Withdrawing Party pursuant to the Funding Agreement.

      8. Notwithstanding anything to the contrary in any other document executed
by the  parties,  if the  Purchaser  in unable to close  under the Tender  Offer
Agreement because any party ("Non-Funding  Party") has failed to fund his or its
full commitment  under the Funding  Agreement (there having been no other act or
occurrence  which excuses the  Purchaser's  obligation to close  pursuant to the
Tender Offer Agreement) then the Non-Funding  party shall be responsible for the
payment of all of the Expenses of OS, the  Purchaser  and Kanders & Co., and the
entire  amount of the  payment  required  to be made by Andrew  Meyers to Langer
pursuant  to a letter  agreement  between  Andrew  Meyers and  Langer  captioned
"Transaction  Expenses  Pursuant to Section X(B)(iii) of Tender Offer Agreement"
of even date herewith.

      9. This letter  agreement  shall be shall be governed by and construed and
enforced in accordance with the laws of the State of New York (without regard to
the conflicts of laws  provisions  thereof).  The parties agree that all actions
and proceedings  arising in connection with this letter agreement shall be tried
and litigated  only in the federal and state courts located in the


                                       3
<PAGE>

County of New York,  State of New York.  The parties  hereto hereby  irrevocably
submit to the exclusive  jurisdiction of such courts for the purpose of any such
action or proceeding.

      10. Any provision of this letter  agreement  may be amended or waived,  if
such amendment or waiver is in writing and signed by each of the parties hereto.
No failure or delay by any party in exercising  any right,  power,  or privilege
hereunder  shall  operate  as a waiver  thereof  nor shall any single or partial
exercise  thereof preclude any other or further exercise thereof or the exercise
of any other right,  power, or privilege.  The rights and remedies  provided for
herein shall be cumulative and not exclusive of any rights or remedies  provided
by law.

      11. All notices,  requests,  consents, and other communications  hereunder
shall be provided to the addresses set forth herein.

      12. The  parties  agree that if any term or  provision  of this  Agreement
contravenes or is invalid under  applicable law, this letter  agreement shall be
construed as if it did not contain such term or provision.


                                       4
<PAGE>

      Please  indicate  your  agreement  with the  foregoing  by  executing  and
returning to the undersigned a copy of this letter agreement.

                                            Sincerely,

                                            --------------------------------
                                            Andrew H. Meyers
                                            Address:

                                            ORTHOSTRATEGIES, INC.

                                            By:
                                               -----------------------------
                                               Name:
                                               Title:
                                               Address:

                                            ORTHOSTRATEGIES ACQUISITION CORP.

                                            By:
                                               -----------------------------
                                               Name:
                                               Title:
                                               Address:

ACCEPTED AND AGREED:

--------------------------------
Greg Nelson
Address:


KANDERS & COMPANY, INC.

By:
   -----------------------------
   Name:
   Title:
   Address:


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