EXHIBIT 10.21
ACCENT COLOR SCIENCES, INC.
Riverview Square
00 Xxxx Xxxxx Xxxxx
Xxxx Xxxxxxxx, XX 00000
Telephone: 000-000-0000
Facsimile: 000-000-0000
March 29, 1996
Xx. Xxxxxx X. Xxxx, President
Xxxxxxxxxxxxx Securities, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxxx:
This will confirm the terms under which Accent Color Sciences, Inc. ("ACS")
and Xxxxxxxxxxxxx Securities, Inc. ("KSI") have agreed to conclude their
relationship established pursuant to letter agreements dated January 11, 1994,
April 4, 1994 and March 1, 1995 (the "Letter Agreements") and a Corporate
Finance Consulting Agreement dated September 20, 1994 (the "Consulting
Agreement"). Our agreement is as follows:
1. Upon the execution of this letter agreement by ACS and KSI, all prior
understandings and agreements between ACS and KSI, including, without
limitation, the Letter Agreements and the Consulting Agreement shall be
terminated and of no further force or effect.
2. ACS and KSI shall deliver to each other upon the execution of this
letter agreement general releases in form and substance acceptable to each of
them pursuant to which each shall release the other from all matters and claims
whatsoever arising or based on occurrences prior to the date of such releases
except for their respective obligations under this letter agreement and the
common stock purchase warrant referred to in paragraph 5 below and any currently
outstanding warrant or warrants entitling KSI to purchase ACS securities.
3. In consideration of KSI entering into this letter agreement, ACS shall
pay to KSI the total sum of $275,000, of which $75,000 shall be paid upon the
execution of this letter agreement, $100,000 shall be paid on May 1, 1996 and
the balance of $100,000 shall be paid on June 1, 1996. In the event of a
default in payment for more than ten (10) days from the date such payment is due
hereunder, interest shall accrue on the unpaid amount from the date of default
at the annual rate of 10% until such payment shall be made in full. In the
further event of a
Xx. Xxxxxx X. Xxxx
March 29, 1996
Page 2
default in payment for more than thirty (30) days from the date such payment is
due hereunder, then, notwithstanding anything herein to the contrary, all prior
rights of KSI pursuant to any and all agreements between KSI and ACS, including,
without limitation, the Letter Agreements and the Consulting Agreement, shall be
deemed not to have been waived by KSI and shall be of full force and effect,
provided that any amounts which shall actually have been paid hereunder shall be
applied to any obligations of ACS under such Agreements.
4. In addition to the amount payable by ACS to KSI under paragraph 3
above, if during the period commencing with the date of this letter agreement
and ending on November 30, 1998, any person introduced to ACS by KSI (a "KSI"
Purchaser") shall purchase or commit to purchase securities of ACS (which
commitment ACS shall have accepted or shall subsequently accept), other than any
such purchase or commitment pursuant to an initial or subsequent public offering
of securities by ACS or pursuant to the exercise of any right or option to
purchase securities of ACS now held by such person, ACS shall pay to KSI an
amount equal to 9% of the consideration received by ACS for its securities sold
to such KSI Purchaser and ACS shall issue to KSI a warrant to purchase the class
of securities sold by ACS to such KSI Purchaser, such warrant to entitle KSI to
purchase an amount of such securities equal to 10% of the securities sold by ACS
to such person at 110% of the price paid to ACS by such KSI Purchaser.
5. If ACS proposes to sell any of its securities to any person with
respect to which KSI may be entitled to compensation and a warrant under the
preceding paragraph, ACS may first submit the name of such person to KSI and KSI
agrees to provide ACS within three business days of its receipt of such name a
statement as to whether or not it believes ACS would be obligated to pay
compensation under the preceding paragraph were ACS to sell securities to such
person. In the event that KSI shall not respond to ACS within such three
business day period, it shall be assumed for all purposes that KSI is not
entitled to any consideration under the preceding paragraph with respect to the
proposed sale to such person. Furthermore, KSI acknowledges and agrees that it
shall not be entitled to any compensation or warrants pursuant to the preceding
paragraph with respect to any sales of securities by ACS to, or with respect to
any efforts on behalf of ACS by, Pennsylvania Merchant Group Ltd except for such
sales made to a KSI Purchaser (it being further understood by ACS that this
reference to Pennsylvania Merchant Group Ltd shall not be deemed to include
sales to individuals who may have served or may serve as partners, principals or
officers of such firm).
Xx. Xxxxxx X. xxxx
March 29, 1996
Page 3
6. As further consideration for the agreements of KSI set forth herein,
upon the execution of this letter agreement, ACS shall issue to KSI a common
stock purchase warrant entitling KSI, at any time during a period of five years
from the date of this letter agreement, to purchase up to 5,000 shares of the
common stock ACS at a price per share of $11, subject to normal and customary
adjustments similar to those contained in the form of warrant previously issued
by ACS to KSI.
7. ACS and KSI shall each bear its own expenses in connection with this
letter agreement and the matters discussed herein.
8. This letter agreement shall be governed by and shall be construed in
accordance with the laws of the State of Connecticut.
9. This letter agreement and the common stock purchase warrant referred
to in paragraph 5 above, constitute the entire understanding of ACS and KSI with
respect to the subject matter hereof and supersedes any prior communications,
understandings and agreements between the parties, except as expressly provided
herein.
Please indicate your agreement with an acceptance of the foregoing terms
and provisions by dating, signing and returning to me the enclosed copy of this
letter.
Very truly yours,
ACCENT COLOR SCIENCES, INC.
By:____________________________
Xxxxxxx X. Xxxxxx
Its: President
The foregoing terms and provisions are hereby agreed to and accepted this
____ day of March, 1996.
XXXXXXXXXXXXX SECURITIES, INC.
By:______________________________
Xxxxxx X. Xxxx
Its: President
