Waiver Agreement between LB I Group Inc. and Chromatics Color Sciences International, Inc. regarding Conversion and Exercise Price Adjustments

Summary

LB I Group Inc. agrees with Chromatics Color Sciences International, Inc. to waive any rights to lower the conversion prices of Series 2 and Series 3 Preferred Stock and the exercise price of certain warrants. This waiver applies specifically to the issuance of an incentive warrant to Crescent and the issuance of additional warrants to holders of the company's 14% Senior Convertible Debentures. The agreement ensures that these specific transactions will not trigger any price adjustments under previous agreements.

EX-4.5 6 y42036ex4-5.txt LETTER AGEEMENT 1 EXHIBIT 4.5 November 1, 2000 Ms. Darby S. Macfarlane Chairperson Chromatics Color Sciences International, Inc. 5 East 80th Street New York, New York 10021 Dear Darby: Reference is made to the letter agreement, dated October 11, 2000, by and between LB I Group Inc. and Chromatics Color Sciences International (the "Letter Agreement"). All capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Letter Agreement. The Purchaser hereby irrevocably agrees to waive any right or claim that it may have to decrease the Conversion Price of the Series 2 Preferred Stock, the Conversion Price of the Series 3 Preferred Stock and the Exercise Price per Warrant Share solely in connection with (i) the issuance to Crescent of the Incentive Warrant (as such term is defined in the Crescent Agreement) and (ii) the issuance to the holders of the Company's outstanding 14% Senior Convertible Debentures, due April 15, 2002, of 200,000 five-year warrants to purchase the Common Stock of the Company, at an exercise price of $1.50 per share, pursuant to the letter agreement, dated October 11, 2000, by and among the Company and such holders. Very truly yours, LB I GROUP INC. By: ----------------------- Name: Title: