1
EXHIBIT 2.2
September 1, 1998
Xxxx Digital Technologies, Inc.
Twenty-One Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxx, Chairman
Gentlemen:
Reference is made to Section 3.4(v) of the Merger Agreement dated
September 1, 1998 (the "Merger Agreement") among Photobition Group PLC, KDT
Acquisition Corp. and Xxxx Digital Technologies, Inc. Capitalized terms used
herein and not otherwise defined herein will have the meanings set forth in the
Merger Agreement.
The undersigned agrees that, at the Effective Time, the holders of each
of the 769,806 outstanding Unvested Company Options at the Effective Time will
be entitled to receive from Photobition and/or the Surviving Corporation, in
lieu of each share of Company Common Stock issuable pursuant to such Company
Option, an amount in cash (without interest) equal to the difference between (A)
the Merger Consideration and (B) the exercise price payable upon the exercise of
such Company Option. No Unvested Company Option or share of Company Common Stock
subject thereto shall be deemed to be outstanding or to have any rights after
the Effective Time other than those set forth in this agreement.
The payment of consideration in respect of each Unvested Company Option
pursuant to this agreement shall be subject to the terms and conditions set
forth in the Merger Agreement, and shall be payable in accordance with the same
procedures set forth in the Merger Agreement with respect to the payment of
amounts in respect of Vested Company Options at the Effective Time.
2
PHOTOBITION GROUP PLC
/S/ Xxxxx Xxxxxxxxxx
---------------------------
Xxxxx Xxxxxxxxxx
Chairman
