THIRD AMENDMENT TO EXCLUSIVITY AGREEMENT
Exhibit (d)(8)
THIRD AMENDMENT
TO
This Third Amendment to the Exclusivity Agreement (the “Amendment”), dated as of the last date set forth below, is by and among X.X. Xxxxx Arts & Crafts, Inc., a Pennsylvania corporation (the “Company”) and Sbar’s, Inc., a New Jersey corporation (“Sbar’s”).
WHEREAS, the Company and Sbar’s have entered into an Exclusivity Agreement, dated as of July 28, 2011, as subsequently amended by the First Amendment to Exclusivity Agreement, dated as of September 15, 2011 and the Second Amendment to Exclusivity Agreement, dated as of September 23, 2011 (as so amended, the “Exclusivity Agreement”);
WHEREAS, the Company and Sbar’s would like to amend certain provisions of the Exclusivity Agreement.
NOW THEREFORE, in consideration of the Company and Sbar’s expending time and other resources negotiating and documenting definitive agreements, the parties, intending to be legally bound, hereby agree as follows:
| 1. | Section 4 of the Exclusivity Agreement shall be amended by replacing “the earlier of: (i) the close of business on the business day after the day Sbar’s receives an extension of the commitment from Xxxxx Fargo Bank, N.A., dated September 1, 2011, to December 30, 2011 or (ii) 8 pm (EDT) on September 30, 2011” in the second line with “the earlier of: (i) execution of the Merger Agreement or (ii) 5 pm (EDT) on Tuesday, October 4, 2011”. |
| 2. | Miscellaneous. |
| (a) | Counterparts. This Amendment may be executed in one or more counterparts (including by facsimile or electronic transmission), each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. |
| (b) | No Other Amendment or Waiver. Except for the amendment set forth above, the text of the Exclusivity Agreement shall remain unchanged and in full force and effect. |
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| Sbar’s Inc. | ||
| By: | /s/ Xxxxxx X. Xxxxxxx | |
| Xxxxxx X. Xxxxxxx, President | ||
| Date: | September 30, 2011 | |
| X.X. Xxxxx Arts & Crafts, Inc. | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx, Chairman of the Board | ||
| Date: | September 30, 2011 | |
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