Exhibit 99.7
FW Integrated Orthopaedics Investors, L.P.
FW Integrated Orthopaedics Investors II, L.P.
201 Main Street, Suite 3100
Fort Worth, Texas 76102
August 1, 2000
Integrated Orthopaedics, Inc.
1800 West Loop South
Suite 1030
Houston, Texas 77027
Gentlemen:
Pursuant to the Certificate of Designations, Rights and Preferences of
Series B Convertible, Non-Redeemable Preferred Stock of Integrated Orthopaedics,
Inc. dated December 12, 1997, the undersigned hereby give written notice that
each of the undersigned elects to convert 121,280 shares of the Series B
Preferred Stock into 10,546,087 shares of Common Stock. Each of the undersigned
hereby irrevocably waives, and hereby assigns and transfers to the Company,
36,898 shares of the Series B Preferred Stock owned by the undersigned, together
with $1,393 of accrued and unpaid dividends on the Series B Preferred Stock.
Enclosed is Certificate No. 001, representing 125,000 shares of the Series B
Preferred Stock registered in the name of FW Integrated Orthopaedics Investors,
L.P., and Certificate No. 002, representing 125,000 shares of the Series B
Preferred Stock registered in the name of FW Integrated Orthopaedics Investors
II, L.P. Please cancel each certificate and issue two certificates for Common
Stock each in the amount of 10,546,087, one registered in the name of FW
Integrated Orthopaedics Investors, L.P. and one registered in the name of FW
Integrated Orthopaedics Investors II, L.P. and deliver both such certificates to
the undersigned. Please retain and cancel the balance shares as well as an
additional 33,178 shares of the Series B Preferred Stock as to which each of the
undersigned is entitled but have not yet been issued as well as any accrued and
unpaid dividends.
The undersigneds' election set forth herein is subject to, and shall be
effective simultaneously with, the Series A Preferred Stock holders having
converted their Series A Preferred Stock as set forth in the attached notice of
conversion.
Thank you for your prompt attention to this matter.
FW INTEGRATED ORTHOPAEDICS
INVESTORS, L.P.
By Group 31, Inc., General Partner
By:
Kevin G. Levy, Vice President
FW INTEGRATED ORTHOPAEDICS
INVESTORS II, L.P.
By FW Group Genpar, Inc., General Partner
By:
Kevin G. Levy, Vice President
ACCEPTED AND AGREED TO
this __ day of August, 2000
INTEGRATED ORTHOPAEDICS, INC.
By:
Print Name:
Title:
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[CHARTWELL LETTER HEAD]
August 1, 2000
Integrated Orthopaedics, Inc.
1800 West Loop South
Suite 1030
Houston, Texas 77027
Gentlemen:
Pursuant to the Certificate of Designation and Determination of Rights and
Preferences of Cumulative Convertible Preferred Stock, Series A, of Integrated
Orthopaedics, Inc. dated December 12, 1997, the undersigned hereby gives written
notice that the undersigned elects, subject to the condition set forth below, to
convert 25,226 shares of the Series A Preferred Stock, together with all accrued
and cumulative dividends thereon, into 2,367,572 shares of Common Stock.
Enclosed is Certificate No. PA-001, representing 25,226 shares of the Series A
Preferred Stock registered in the name of the undersigned. Please cancel this
certificate and issue a certificate for Common Stock in the amount of 2,367,572
shares registered in the name of Chartwell Capital Investors, L.P. and deliver
it to the undersigned.
The undersigned's election set forth herein is subject to, and shall be
effective simultaneous with, the Series B Preferred Stock holders having
converted their Series B Preferred Stock as set forth in the attached notice of
conversion.
Thank you for your prompt attention to this matter.
CHARTWELL CAPITAL INVESTORS, L.P.,
a Delaware limited partnership
By: Chartwell Capital Partners, L.P.,
its General Partner
By: Chartwell Partners, L.P.,
its General Partner
By: Chartwell, Inc., its General Partner
By:
Name: Robert L. Stein
Its: President
ACCEPTED AND AGREED TO
this ____ day of August, 2000
INTEGRATED ORTHOPAEDICS, INC.
By:
Print Name:
Title:
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