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EXHIBIT 4.5
FIRST AMENDMENT TO ESCROW AGREEMENT
THIS FIRST AMENDMENT TO ESCROW AGREEMENT is entered into effective March
25, 1998, in order to amend that certain Escrow Agreement, dated November 4,
1992 (the "Escrow Agreement"), among Pacific Corporate Trust Company (the
"Escrow Agent"), Soligen Technologies, Inc. (the "Company"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Massachusetts Institute of Technology and Chelsea
Capital Corporation (individually referred to as "Shareholder"). (All Shares
previously held by ▇▇▇▇ ▇. ▇▇▇▇▇ have been transferred to ▇▇▇▇▇▇▇ ▇▇▇▇▇, and
therefore ▇▇. ▇▇▇▇▇ is not a party to this agreement).
1. Paragraphs 7 and 8 of the Escrow Agreement are hereby deleted in their
entirety and replaced by the following new paragraph 7:
"7. RELEASE FROM ESCROW
7.1 The Shareholder irrevocably directs the Escrow Agent to retain the
Shares until the Shares are released from escrow pursuant to subsection
7.2.
7.2 The Escrow Agent will not release the Shares from escrow until the
earlier of:
(i) the date(s) upon which the Escrow Agent has received a letter
from the Superintendent or the Exchange consenting to the release,
which release shall be based on the Earn-out Formula provided in
Schedule "B" attached hereto and which release shall be in
accordance with and governed by the provisions contained in Local
Policy Statement 3-07 and the rules of the Exchange; or
(ii) November 3, 2002 at which time any Shares remaining in escrow
shall be released.
7.3 The approval of the Superintendent or the Exchange to a release from
escrow of any of the Shares shall terminate this Agreement only in respect
of the Shares so released."
2. Paragraphs in the Escrow Agreement subsequent to the above-stated new
paragraph 7 shall be renumbered to reflect the foregoing amendment.
3. Except as set forth herein, the Escrow Agreement shall continue in full
force and effect in accordance with its terms.
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The Parties have executed and delivered this Agreement as of the date of
reference of this Agreement.
THE COMMON SEAL OF PACIFIC )
CORPORATE TRUST COMPANY was )
hereunder affixed in the presence of: )
)
-------------------------------------- )
Authorized Signatory ) C/S
)
-------------------------------------- )
Authorized Signatory )
THE COMMON SEAL OF SOLIGEN )
TECHNOLOGIES, INC. (FORMERLY WDF )
CAPITAL CORP.) was hereunto affixed in )
the presence of: )
-------------------------------------- )
Authorized Signatory ) C/S
)
-------------------------------------- )
Authorized Signatory )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇▇ ▇▇▇▇▇ in the presence of: )
-------------------------------------- )
Name )
-------------------------------------- ) --------------------------------------
Address ) ▇▇▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------- )
City/State (Zip) )
-------------------------------------- )
Occupation )
SIGNED, SEALED AND DELIVERED by )
▇▇▇▇▇▇▇ ▇▇▇▇▇ in the presence of: )
)
-------------------------------------- )
Name ) --------------------------------------
-------------------------------------- ) ▇▇▇▇▇▇▇ ▇▇▇▇▇
Address )
-------------------------------------- )
City/State (Zip) )
-------------------------------------- )
Occupation )
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MASSACHUSETTS INSTITUTE OF
TECHNOLOGY
BY:
-------------------------------------
Name
-------------------------------------
Title
THE COMMON SEAL OF CHELSEA
CAPITAL CORPORATION was hereunto
affixed in the presence of:
------------------------------------- )
Authorized Signatory ) C/S
)
------------------------------------- )
Authorized Signatory )
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