Exhibit 4.28
Milestone Scientific Inc.
000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
TEL: (000) 000-0000
FAX: (000) 000-0000
December 12, 2001
Xx. X. Xxxxxx Xxxxxxxx
c/o Cumberland Associates LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Re: Milestone Scientific Inc ("Milestone")
Purchase of 325,000 units of Milestone
Dear Xxxxxx:
This will confirm that Xxxxxxxxx has agreed to sell to you and that you
have agreed to purchase from Milestone 325,000 units at a price of $0.80 per
unit. Each unit will consist of one share of Milestone common stock and one
warrant to purchase an additional share of such common stock. The warrants will
be exercisable at $.80 per share through January 31, 2003, thereafter at $1.00
per share through January 31, 2004, and thereafter at $2.00 per share through
January 31, 2007, at which time they will expire. The warrants also will have
antidilution protection against capital changes.
You have agreed to pay $260,000 for the units, $185,000 in cash and
$75,000 by canceling Milestone's 10% Convertible Promissory Note, dated October
4, 2001, (the "Note"), held by you, and by waiving all accrued interest thereon.
The cash portion of the purchase price will be paid upon execution hereof, and
the Note will be delivered to Milestone for cancellation within ten business
days of the date hereof, and the securities will be delivered to you promptly
thereafter.
Milestone will use its best efforts to file with the Securities and
Exchange Commission as soon as reasonably possible, but not later than June 30,
2002, a registration statement under the Securities Act of 1933, as amended (the
"Securities Act") on Form S-3, registering the reoffer, resale or other
disposition of the shares included in the units and the underlying the warrants
and will use its best efforts to cause the registration statement to become
effective as soon as possible after filing.
By signing this letter, you confirm that (i) you are an "accredited
investor" within the meaning of Rule 215 of the Rules and Regulations under the
Securities Act, and (ii) you have acquired the units for investment and
acknowledge that the securities cannot be resold or otherwise disposed of until
they are registered under the Securities Act and any applicable state securities
laws or an exemption from registration is available.
Since the securities will not be registered at the time of issuance, the
certificates representing the shares and warrants underlying the units delivered
to you will bear the following legends, respectively:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION WHICH IS EXEMPT
FROM REGISTRATION UNDER THE ACT.
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK WHICH MAY BE ACQUIRED
UPON THE EXERCISE HEREOF, AS OF THE DATE OF ISSUANCE HEREOF, HAS BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR ASSIGNED EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTION
WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT.
Please acknowledge your agreement and understanding of the above
provisions by signing and dating a copy of this letter and returning it to us by
facsimile and mail.
Sincerely,
MILESTONE SCIENTIFIC INC.
By: /s/ Xxxxxxx Xxxxx
------------------------------------
Xxxxxxx Xxxxx, Chairman
and Chief Executive Officer
ACCEPTED AND AGREED TO
THIS 12th DAY OF DECEMBER, 2001
By: /s/ X. Xxxxxx Xxxxxxxx
-------------------------
X. Xxxxxx Xxxxxxxx
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