[PHOTRONICS LETTERHEAD]
September 21, 1998
Toppan Printing Co., Ltd.
0, Xxxxx Xxxxx-xxx
Xxxxxxx-xx, Xxxxx 000-0000, Xxxxx
Gentlemen:
This will confirm our agreement regarding the purchase by Photronics,
Inc. ("Photronics") of 1,000,000 shares of common stock ("Common Stock") of
Photronics from Toppan Printing Co., Ltd. ("Toppan").
We have agreed that Photronics will purchase, and Toppan will sell,
1,000,000 shares of Common Stock currently owned by Toppan as follows:
a) On or before September 25, 1998, Photronics will purchase 500,000
shares at a price of $13.50 per share;
b) On or before December 25, 1998, Photronics will purchase 250,000
shares at a price of $13.70 per share; and
c) On or before March 25, 1999, Photronics will purchase 250,000 shares
at a price of $13.90 per share.
All of the shares to be sold to Photronics by Toppan shall be delivered
against payment free and clear of all liens, claims and encumbrances.
We have also agreed that provided Photronics does not default in its
purchase obligations set forth above, until March 25, 1999, Toppan shall not
sell, transfer, pledge or otherwise dispose of any shares of Common Stock
other than the sales to Photronics.
If the foregoing accurately sets forth our agreement, please so
indicate by signing in the space provided below.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
Senior Vice President
General Counsel
Agreed to and Accepted by:
TOPPAN PRINTING CO., LTD.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Director, Finance & Accounting Division
Date: September 22, 1998
