EXHIBIT 3
December 9, 1997
Xxxxx X. Xxxxxxxx
00000 Xxxx Xxxx Xxxxx
Xxxxxx, Xxxxx 00000
RE: SUBSCRIPTION TO PURCHASE SHARES OF COMMON STOCK OF DIGITAL
GENERATION SYSTEMS, INC. (THE "COMPANY)
Xx. Xxxxxxxx:
In connection with the purchase and sale of 2,920,134 shares of the Common
Stock of the Company (the "Common Shares") pursuant to that certain Subscription
Agreement dated September 29, 1998, by and among the Company and you (the
"Subscription Agreement"), the Company and you hereby expressly agree to waive,
and hereby do waive, the provision in Section 1 of the Subscription Agreement
requiring the Closing (as defined in the Subscription Agreement) of the purchase
and sale of the Common Shares to be held no later than sixty (60) days following
the date of the Subscription Agreement. Furthermore, the Company and you hereby
expressly agree to amend, and hereby do amend, Section 1 of the Subscription
Agreement to allow for the Closing to be held no later than December 10, 1998,
unless otherwise mutually agreed upon by the Company and you.
Very truly yours,
DIGITAL GENERATION SYSTEMS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxx X. Xxxxxxxxx
President and Chief Executive Officer
ACKNOWLEDGED AND AGREED:
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
For Moon Doggie Family Partnership