EXHIBIT 10.18(b)
THINK New Ideas, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
November 21, 1996
Mr. Xxxx Xxxx
President
Omnicom Group Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Re: Amendment to Purchase Agreements (dated 8/16/96)
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Dear Xx. Xxxx:
Reference is hereby made to that certain Stock Purchase and Option
Agreement dated as of August 16, 1996 (the "Purchase Agreement") between THINK
New Ideas, Inc. (the "Corporation") and Omnicom Group Inc. ("Omnicom"). This
letter is intended to confirm that, notwithstanding anything else to the
contrary set forth in the Purchase Agreement or that certain shareholders
agreement (the "Shareholders Agreement") among Omnicom and certain other
shareholders of the Corporation of the same date, the Corporation and Omnicom
hereby agree that in consideration of the issuance to Omnicom of 2,123,422
additional shares of common stock, par value $.0001 by the Corporation (the
foregoing number of shares being computed prior to the .496225157 for one
reverse stock split effected by the Company on or about September 23, 1996 and
prior to the 2-for-3 reverse split effected or to be effected by the Company on
or about November 21, 1996), the Purchase Agreement shall be amended such that
(with all references to numbers of shares of Common Stock set forth hereinafter
being presented on a post-reverse split basis); (i) the number of shares of
common stock subject to the 1996 Stock Option Plan (the "Plan") shall be reduced
such that an aggregate of 966,667 shares will be authorized for issuance
pursuant to the Plan; (ii) the Corporation's Board of Directors will adopt an
amendment to the Plan whereby any option granted under the Plan that expires
unexercised will not become available for reissue under the Plan; (iii)
Benchmark Equity Group Inc., Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx and Xxxx X.
Xxxxx, promptly following execution of this Amendment, will transfer or cause to
be transferred for no additional consideration all right, title and interest to
an aggregate of 124,667 shares of common stock to Omnicom; and (iv) Article VII
of the Stock Purchase Agreement relating to the Option (as defined therein)
shall be deleted therefrom in its entirety, all references elsewhere in the
Purchase Agreement to the Option shall be of no force or effect whatsoever and
no shares of common stock shall be deliverable thereunder. After giving effect
to the foregoing, Omnicom will own 1,063,333 shares of common stock out of a
total of 4,266,667 shares of common stock issued and outstanding prior to the
proposed public offering contemplated by the third paragraph of this letter.
Except as otherwise expressly modified hereby
Mr. Xxxx Xxxx
November 21, 1996
Page 2
or required to effectuate the modifications set forth herein, the Purchase
Agreement shall remain unchanged and shall continue in full force and effect
pursuant to the term thereof.
The Corporation may effect additional reverse stock splits and that nothing
set forth herein or in the Purchase Agreement shall be construed to prohibit,
restrict or otherwise limit the Corporation's ability to effect such
transactions.
In connection with execution hereof, the Corporation and Omnicom have
agreed that no further consent from Omnicom will be required in order for the
Corporation to consummate the proposed public offering to be underwritten by
Commonwealth Associates (the "Underwriter") of no more than 2,000,000 shares of
common stock (plus any overallotment option relating to no more than 300,000
shares, 100,000 of which shall be sold by the Company, and Underwriter(s)
Warrants relating to no more than 200,000 shares and to be issued to the
Underwriter(s) in connection therewith) for gross proceeds of no less than
$15,000,000 (exclusive of any overallotment option and Underwriter(s) Warrants
issued to the Underwriter(s) thereof in connection therewith). Any changes to
these terms will require Omnicom's consent.
Execution of this letter agreement shall constitute Omnicom's consent and
ratification under the Shareholders Agreement of each action referenced herein.
This letter agreement contains the entire agreement between the Corporation
and Omnicom with respect to the modification which is the subject hereof. This
letter agreement may not be amended, changed, modified or discharged, nor may
any provision hereof be waived, except by an instrument in writing executed by
or on behalf of the party against whom enforcement of any amendment, waiver,
change, modification or discharge is sought. No course of conduct or dealing
shall be construed to modified, amend or otherwise affect any of the provisions
hereof. Please confirm that Omnicom is in agreement with the foregoing, and that
the foregoing is in accordance with your understanding by signing and returning
this letter, which shall thereupon constitute a binding agreement.
Agreed to and accepted as of this
25th day of November, 1996:
OMNICOM GROUP INC. THINK NEW IDEAS, INC.
/s/ XXXX XXXX /s/ XXXXXX XXXXXXX
By:________________________________ By:_______________________________________
Xxxx Xxxx, President Xxxxxx Xxxxxxx, Chief Financial Officer
