Letter Agreement Supplementing Warrant Terms among Eos International, Weichert Enterprises, and DL Holdings (November 8, 2002)
Eos International, Inc., Weichert Enterprises, LLC, and DL Holdings I, LLC have agreed to modify certain terms of their existing warrants to purchase Eos common stock. The agreement clarifies that specific stock option grants to Peter Lund and certain Regal Greetings and Gifts, Inc. management will not trigger adjustments to the exercise price or share number under the warrants. The parties confirm these changes by signing and returning the letter, ensuring that these option grants do not affect their warrant rights.
November 8, 2002 Weichert Enterprises, LLC DL Holdings I, LLC |
Re: | Eos International, Inc./Weichert Enterprises, LLC/ DL Holdings I, LLC |
Reference is made to (i) the Warrant (the Weichert Warrant) to purchase common stock of Eos International, Inc. (Eos), dated as of December 14, 2001, as amended, issued by Eos to Weichert Enterprises, LLC (Weichert), and (ii) the Warrant (the DL Warrant, and together with the Weichert Warrant, the Warrants) to purchase common stock of Eos dated as of December 14, 2001, as amended, issued by Eos to DL Holdings I LLC (DL Holdings). Section 5.2, Issuance of Common Stock or Common Stock Equivalents Below Exercise Price or the Fair Market Value, of each of the Warrants is hereby supplemented, but not replaced, by adding the following subsection to the end of the section: |
(d) Notwithstanding the foregoing, no adjustment shall be made to the Exercise Price or the Warrant Share Number upon any of the following events, and none of the following events shall constitute a New Issuance: |
(i) the grant or issuance by the Company of options to purchase Common Stock to Peter Lund, solely in connection with the Letter Agreement between the Company and Peter Lund, dated July 24, 2000, as amended through the date hereof, regarding his employment by the Company (the Lund Options), any subsequent adjustments to the Lund Options, the exercise of the Lund Options, or any portion thereof, or the issuance by the Company of Common Stock issuable upon the exercise of the Lund Options, or any portion thereof; |
(ii) the grant or issuance by the Company of options to purchase an aggregate of 3,600,000 shares of Common Stock to certain members of management of Regal Greetings and Gifts, Inc. (collectively, the Regal Management Options), any subsequent adjustments to the Regal Management Options, the exercise of the Regal Management Options, or any portion thereof, or the issuance by the Company of Common Stock issuable upon the exercise of the Regal Management Options, or any portion thereof. |
By countersigning this letter where indicated below and returning it to Eos, each of Weichert and DL Holdings agrees to, and accepts, the terms of this letter. Please indicate your confirmation of the foregoing by signing where indicated below and promptly returning this letter to Eos. |
Sincerely EOS INTERNATIONAL, INC. By: PETER A. LUND Name: Peter A. Lund Title: Chairman |
AGREED UPON AND ACCEPTED BY: |
WEICHERT ENTERPRISES, LLC By: GERALD C. CROTTY Name: Gerald C. Crotty Title: President |
DL HOLDINGS I, LLC By: DANIEL STERN Name: Daniel Stern Title: Managing Member |