Amendment Agreement to Common Stock Investment Agreement between Constellation 3D, Inc. and Winnburn Advisory

Summary

Constellation 3D, Inc. and Winnburn Advisory have agreed to amend their Common Stock Investment Agreement dated August 23, 2000. In exchange for 409,511 shares of Constellation 3D's common stock, Winnburn Advisory agrees to eliminate Article VII of the original agreement, which addressed purchase price adjustments. This amendment is intended to clarify the agreement and support the company's current financing efforts. The shares will be registered on the company's next registration statement or within 60 days of a demand notice, if possible.

EX-10.2 14 dex102.txt LETTER AGREEMENT EXHIBIT 10.2 [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: ***@*** Mr. David Craven Winnburn Advisory World Trade Center 10, route de l'Aeroport P. O. Box ###-###-#### Geneva 15, Switzerland Fax: (+41) 022 ###-###-#### Re: Amendment of Purchase Price Adjustments in Sec. 7.1 of Common Stock Investment Agreement of August 23, 2000 ------------------------------------------------------- Dear Mr. Craven: 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 409,511 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: By: /s/ Raymond Tellini WINNBURN ADVISORY Raymond Peter Tellini Vice President of Finance By: /s/ David Craven