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XXXXX X. XXXXXXXXXXX
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxx 00000
May 25, 2000
Chromatics Color Sciences
International, Inc.
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This letter agreement (this "Agreement") relates to that
certain Agreement of Purchase and Sale, dated as of April 17, 2000 (the
"Purchase Agreement") by and among Chromatics Color Sciences International,
Inc., a New York corporation ("Purchaser"), and the shareholders of Xxxxxx
Acquisition Corp., a Delaware corporation (the "Company") (collectively, the
shareholders of the Company are referred to herein as the "Sellers") and my
letter to you dated May 15, 2000 (the "Letter Agreement"). Capitalized terms
used herein and not otherwise defined shall have the meanings ascribed thereto
in the Purchase Agreement.
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Purchaser and the Sellers, acting
herein through the Shareholder Representative, hereby agree as follows:
1. Extension of Right to Terminate. Notwithstanding anything
to the contrary in the Purchase Agreement or the Letter Agreement, the parties
acknowledge and agree that Section 7.1(b) shall be amended in its entirety to
read as follows:
"(b) by the Majority Sellers or the Buyer at any time after
May 31, 2000; provided, however, that no party hereto shall have the right to
terminate this Agreement under this Section 7.1(b) if such party's failure to
fulfill any obligation under this Agreement shall have been the cause of, or
shall have resulted in, the failure of the Closing to occur prior to such date;"
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2. Miscellaneous. This Agreement (i) shall be binding upon the
parties hereto and their respective successors, agents, representatives,
assigns, officers, directors and employees; (ii) may not be amended or modified
except in writing; (iii) represents the entire understanding between the parties
with respect to the subject matter hereof; (iv) may be executed in separate
counterparts, each of which shall be deemed an original but all such
counterparts shall together constitute one and the same instrument; and (v)
shall be governed by and construed in accordance with the laws of the State of
New York. Except for the foregoing, the provisions of the Purchase Agreement
shall govern the subject matter hereof as it relates to the Purchase Agreement;
provided that, in the event of any conflict between the Purchase Agreement and
this Agreement, the provisions of this Agreement shall govern.
If you agree with the foregoing terms, please indicate your
acceptance thereof by signing where indicated below.
Very truly yours,
/s/ Xxxxx X. Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx,
Shareholder Representative
ACKNOWLEDGED AND AGREED:
CHROMATICS COLOR SCIENCES
INTERNATIONAL, INC.:
/s/ Xxxxx X. Xxxxxxxxxx
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By: Xxxxx X. Xxxxxxxxxx
Its: Chairperson of the Board
and Chief Executive Officer
Date: May 25, 2000
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