AMENDMENT NO. 1 TO AGREEMENT
AMENDMENT NO. 1, dated as of January 7, 1997 to the AGREEMENT (the
"Agreement"), dated as of February 5, 1993, among Chromatics Color Sciences
International, Inc. (the "Company") and Continental Stock Transfer & Trust
Company (the "Warrant Agent").
The Parties hereto desire that the Agreement be amended by this Amendment
No. 1.
ACCORDINGLY, the Parties hereto agree as follows:
1. Section 3.02 of the Agreement is hereby amended in its entirety and
substituting therefor the following:
"3.02 Duration of Warrants. An IPO Warrant, a Bridge Warrant or an IAI
Warrant may be exercised only during the period (the "Exercise Period")
commencing on or after the effective date (the "Effective Date") of the
Registration Statement, and ending at 5:00 p.m. New York City time on
the date which is the earlier of (i) August 5, 1997, or (ii) the date
fixed for redemption of such Warrant as provided in Article VI of this
Agreement (in each such case, the "Expiration Date"). Each such Warrant
not exercised on or before the Expiration Date shall become void, and
all rights thereunder and all rights in respect thereof under this
Agreement shall cease at the close of business on the Expiration Date
upon written notice to holders of such Warrants."
2. The Agreement, as amended hereby, is hereby ratified and confirmed and,
except as hereinabove agreed, shall remain in full force and effect in
accordance with its terms.
3. This Amendment No. 1 may be executed in counterparts, each of which
shall be an original, and all of which, taken together, shall constitute a
single instrument.
4. This Amendment No. 1 shall be governed by, and construed in accordance
with, the internal laws of the State of New York.
Chromatics Color Sciences International, Inc.
By: /s/ Xxxxx X. Xxxxxxxxxx
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Name: Xxxxx Xxxxxxxxxx
Title: Chief Executive Officer
Continental Stock Transfer & Trust Company
By: /s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
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