EXHIBIT 10.2
DATE: May 20, 1998
Xx. Xxxxxx Xxxxxx
Disc Graphics, Inc.
00 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Re: Exchange of Warrants
Dear Xx. Xxxxxx:
This letter will serve to confirm the agreement of the undersigned and Disc
Graphics, Inc. (the "Company") with respect to the issuance by the Company to
the undersigned of Common Stock in exchange for the 170,000 Class A Redeemable
Common Stock Purchase Warrants ("Class A Warrants") owned by the undersigned at
the rate of one share of Common Stock, par value $.01 per share for each 8.5
Class A Warrants. The undersigned hereby acknowledges that this exchange was
initiated by the undersigned upon the terms made available by the Company in its
exchange offer dated July 11, 1997.
Effective upon the execution and delivery of this letter agreement by the
Company, the undersigned hereby exchanges, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to all such Class A
Warrants. The undersigned hereby represents and warrants that the undersigned
has full power and authority to exchange, assign and transfer the Class A
Warrants delivered herewith and to acquire the Common Stock issuable upon
exchange of such Class A Warrants and that, when the same are accepted for
exchange by the Company, the Company will acquire good and marketable title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
that such Class A Warrants are not subject to any adverse claim. The undersigned
has delivered herewith the 170,000 Class A Warrants, together with executed
stock powers with the signature guaranteed by an eligible guarantor institution.
The undersigned, upon request, will execute and deliver any additional documents
deemed by the Company to be necessary or desirable to complete the exchange,
assignment and transfer of the Class A Warrants.
If the terms of the exchange are acceptable to the Company, please so indicate
in the space provided below for your signature, whereupon this agreement will
become binding upon the undersigned and the Company. In such event, within three
business days from the date of its execution and delivery of this letter, the
Company will cause the issuance to the undersigned of 20,000 shares of Common
Stock.
Sincerely,
XXXXX & COMPANY INCORPORATED
By: /s/ Xxxxxxx XxXxxxxx
Name: Xxxxxxx XxXxxxxx
Title: Vice President
ACCEPTED AND AGREED:
DISC GRAPHICS, INC.
By: /s/ Xxxxxx Xxxxxx
Its: CEO
Dated: 6/5/98
(SIGNATURE GUARANTEED
MEDALLION GUARANTEED
XXXXX & COMPANY INCORPORATED
ALN02--X0006551)
