[Letterhead of Constellation 3D, Inc.]
October 18, 2000
Koor Underwriters and Issuers Ltd.
00 Xxxxxxxxx Xx., Xxx Xxxx 00000
Xxxxxx
Re: Common Stock Investment Agreement dated as of August 31, 2000
and Related Agreements
Dear Sir or Madam:
This letter is an amendment to the following agreements by and among
Constellation 3D, Inc. and a group of investors collectively referred to as
"Koor's Investors," all dated as of August 31, 2000: (1) the Common Stock
Investment Agreement, (2) the Registration Rights Agreement, (3) the Common
Stock Purchase Warrant, (4) the Common Stock Optional Warrant, and (5) the
Common Stock Adjustment Warrant.
By signing this letter you hereby agree that any and all references to
five-year warrants to purchase 78,810 shares of our common stock in the
above-mentioned documents are hereby changed to five-year warrants to purchase
78,813 shares of our common stock.
Sincerely yours,
By: /s/ Xxxxxxxx Xxxxxxxxxx
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Xxxxxxxx Xxxxxxxxxx
Chief Financial Officer
Xxxxxx to, accepted and acknowledged on this ___ day of October, 2000.
KOOR UNDERWRITERS AND ISSUERS LTD.
By: /s/ Xxxx Xxxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxxx
Title: Managing Director
Executive Office:
000 Xxxx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Tel: (000) 000-0000 Fax: (000) 000-0000
xxx.x-0x.xxx
