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EXHIBIT 99.2
October 14, 1998
Xxxxxx Xxxx
Dear Xxxxxx:
This letter sets forth the agreement between you and the Dyne
Shareholders (Xxxxxx Xxxx, Xxxxx Xxxx, Xxxx Xxxx, Xxxxx Xxxx and Xxxxxxxx
Xxxxxxxx) regarding the shares of Tag-It Pacific, Inc. (the "Company") common
stock held by the Dyne Shareholders and the Investor (as that term is defined in
the letter agreement (the "Letter Agreement") entered into concurrently between
the Investor and Tag-It).
The Dyne Shareholders hereby grant you a right of first refusal with
respect to any proposed sale or other transfer of their shares of the Company's
common stock to a third party. The Dyne Shareholders shall give you notice of
any such transfer (the "Notice") and you will have the right to purchase such
shares proposed to be transferred on the same price and terms as set forth in
the Notice. If you do not purchase such shares within 7 days of receipt of the
Notice, the Dyne Shareholders shall have the right to sell or otherwise transfer
such shares at a price per share equal to or greater than the price set forth in
the Notice at any time during the 60 day period following the expiration of such
7 day period. Any shares purchased hereunder by you shall be deemed to be
Neutral Shares as that term is defined under the Letter Agreement.
You hereby grant to the Dyne Shareholders a right of first refusal with
respect to any proposed sale or other transfer of the Investor's shares of the
Company's common stock to a third party. You shall give the Xxxx Xxxx notice of
any such transfer (the "Shareholder Notice") and the Dyne Shareholders will have
the right to purchase such shares proposed to be transferred on the same price
and terms as set forth in the Shareholder Notice. If the Dyne Shareholders do
not purchase such shares within 7 days of receipt of the Shareholder Notice, the
Investor shall have the right to sell or otherwise transfer such shares at a
price per share equal to or greater than the price set forth in the Shareholder
Notice at any time during the 60 day period following the expiration of such 7
day period.
This letter represents the entire agreement between us pertaining to the
subject matter hereof. There are no warranties, representations or other
agreements between us in connection with the subject matter hereof except as set
forth or referred to herein. The agreement contained herein shall bind and inure
to the benefit of the successors, assigns, personal representatives, heirs and
legatees of the respective parties. The agreement contained herein may be
amended or modified only by the written agreement of each of us. You and we
agree that this document has
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been executed and delivered in the State of California and shall be construed,
enforced and governed by the laws thereof. In the event of any action, suit or
proceeding brought under or in connection with this agreement exclusive venue
and jurisdiction shall lie with the state and federal courts sitting in the
County of Los Angeles, City of Los Angeles, State of California, and the
prevailing party therein shall be entitled to recover, and the other party
hereto agrees to pay, the prevailing party's costs and expenses in connection
therewith, including reasonable attorneys fees.
If the foregoing accurately sets forth our agreement and understanding,
please countersign this letter where indicated.
Very truly yours,
DYNE SHAREHOLDERS
___________________________________
Xxxxxx Xxxx
___________________________________
Xxxxx Xxxx
___________________________________
Xxxx Xxxx
___________________________________
Xxxxx Xxxx
___________________________________
Xxxxxxxx Xxxxxxxx
Agreed to and Accepted:
October __, 1998
__________________________________
Xxxxxx Xxxx
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