Letter Agreement Amending Common Stock Investment Agreement Between Constellation 3D, Inc. and Epicenter Venture Finance Ltd.
Summary
Constellation 3D, Inc. and Epicenter Venture Finance Ltd. have agreed to amend their Common Stock Investment Agreement dated August 23, 2000. In exchange for 340,489 shares of Constellation 3D's common stock, Epicenter Venture Finance irrevocably agrees to eliminate Article VII of the original agreement, which addressed purchase price adjustments. This amendment means Article VII will have no legal effect, past or future. The shares will be registered on the company's next registration statement or within 60 days of a demand notice, if possible.
EX-10.1 13 dex101.txt LETTER AGREEMENT BETWEEN CONSTELLATION 3D, INC. EXHIBIT 10.1 [LOGO] CONSTELLATION 3D, INC. www.c-3d.net ------------ Please respond to: ------------------ 805 Third Avenue - 14/th/ Floor New York, NY 10022 Tel. (212) 308-3572 Fax ###-###-#### E-mail: ***@*** Stacy L. Robinson Epicenter Venture Finance Ltd. c/o St. George Trust Company Limited 27 Reid Street Hamilton HM11, Bermuda Fax: (441) 295-5491 Re: Amendment of Purchase Price Adjustments in Sec. 7.1 of Common Stock Investment Agreement of August 23, 2000 ------------------------------------------------------- Gentlemen: In the context of the current round of financing, the Company has concluded that the existing investment agreements may be ambiguous and should be updated in order to facilitate the financing. To that end the Company would appreciate your cooperation in achieving the financing. Therefore, in exchange for 340,489 shares of the Company's common stock (which, if lawful and practicable shall be registered on the Company's next filed registration statement and/or such shares shall be included on a registration statement filed within 60 days of the Company's receipt of a demand registration notice), you hereby irrevocably agree to the following changes to the Common Stock Investor's Agreement and Appendices thereto (terminating Article VII thereof): Amendment: "Article VII of the Common Stock Investment Agreement is hereby eliminated and no shares shall issue as a result of Article VII and Article VII shall be deemed to have no legal effect, past or prospective." This letter shall act as confirmation of your irrevocable agreement to the above amendment. CONSTELLATION 3D, INC. ACCEPTED AND AGREED TO: EPICENTER VENTURE FINANCE LTD. By: /s/ Raymond Tellini Raymond Peter Tellini By: /s/ Brott Limited Vice President of Finance Name: For Brott Limited, Sole Director
