March 22, 2012 Cheval Holdings, Ltd. Attn: Dale B. Chappell PO Box 309 Ugland House Grand Cayman, KY1-1104 Cayman Islands Ladies and Gentlemen:Letter Agreement • April 3rd, 2012 • Xstelos Holdings, Inc. • Pharmaceutical preparations
This amendment to letter agreement (this “Amendment”) hereby amends that certain letter agreement (the “Letter Agreement”), dated January 3, 2011, by and between Footstar Corporation (“Footstar”) and Cheval Holdings, Ltd. (“Cheval”) regarding non-exclusive consulting and advisory services to be provided by Cheval and made in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 3, 2011, by and among FCB I Holdings Inc. (“Holdings”), FCB I Acquisition Corp. and CPEX Pharmaceuticals, Inc. (“CPEX”). The parties hereby confirm their mutual understanding that the Amendment is intended solely to clarify the parties’ original understanding of the terms of the Letter Agreement as it was intended to be implemented starting April 15, 2011, and is consistent with the actual non-exclusive advisory and consulting work performed by Cheval since closing the transactions contemplated by the Merger Agreement on April 5, 2011. Accordingly, Footstar and Ch
