Exhibit 3.3
AMENDMENT TO RIGHTS AGREEMENT
The undersigned, Vizacom, Inc. ("Company") and American Stock
Transfer & Trust Company ("AST") do hereby amend that certain Rights Agreement
(the "Right Agreement") dated March 31, 1998 between Company & AST as follows:
Section 1(a) of the Rights Amendment is hereby amended to add
the following sentence at the end of said subparagraph: "Notwithstanding the
foregoing, the definition of Acquiring Person shall not include Xxxxxxxx
Xxxxxxxxx & Co., Inc., TW Private Equity Corp., Xxxxxxxx Xxxxxxxxx 8701
Opportunities Fund LP, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxxx,
Xxxx Xxxxxxx, or any Affiliates or Associates of any of the foregoing
(collectively the "Xxxxxxxx Holders"). It is the intention of this amendment
that, notwithstanding any of the provisions of this Rights Agreement, the
ownership of Company securities by any of the Xxxxxxxx Holders shall not cause
any of the Rights granted to the shareholders of the Company under the Rights
Agreement to become exercisable."
Section 3(a) of the Rights Agreement is hereby amended by
adding the following sentence at the end of such section 3(a):"The acquisition
by the Xxxxxxxx Holders of 20% or more of the outstanding common shares shall be
deemed not to be within the events discussed in Section 3(a)(ii) above."
Section 23 of the Rights Agreement is hereby amended to
provide that the redemption price specified in Section 23(a) shall be, as of the
date of this amendment, fixed at $.0001 per Right. The redemption price shall
remain fixed, notwithstanding any provision to the contrary contained in this
Rights Agreement.
Dated: June 27, 2002
VIZACOM, INC.
By: /s/ Xxxx Xxxxxxxxxx
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AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Vice President
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