Exhibit 10.33
Compositech Ltd.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
June 26, 2000
SovCap Equity Partners, Ltd.
Sovereign Capital Advisors, LLC
0000 Xxxxxxxxx Xxxx, XX, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Facsimile:
Attention: Xx. Xxxx X. Xxxx
Dear Sirs:
Reference is made to the Series 1 Bridge Note Purchase and Security
Agreement, dated March 16, 1999, by and among Compositech Ltd. and the
Purchasers listed therein (the "Note Purchase Agreement"), as amended by that
certain First Amendment to the Series 1 Bridge Note Purchase and Security
Agreement, dated April 21, 1999 and executed by the Company and certain
Purchasers in connection with the Second Closing (the "First Amendment"), that
certain Second Amendment to the Series 1 Bridge Note Purchase and Security
Agreement, dated July 28, 1999, and executed by the Company and certain
Purchasers in connection with the Third Closing (the "Second Amendment"), that
certain Letter Agreement, dated November 22, 1999, and executed by the Company
and the Purchasers (the "November Letter Agreement") and that certain Letter
Agreement dated April 21, 2000 (the "April Letter Agreement", together with the
Note Purchase Agreement, the First Amendment, the Second Amendment, and the
November Letter Agreement the "Purchase Agreement") and the Attached Repricing
Warrant, attached to Restated Bridge Note Number 7 (the "Repricing Warrant").
Defined terms, used but not defined herein, have the meanings ascribed thereto
in the Purchase Agreement or the Repricing Warrant.
The parties hereto agree that the Repricing Warrant is hereby amended by
striking the word "ninetieth" and the parenthetical "(90th)" from the definition
of Expiration Date and inserting into the definition in place of such number and
parenthetical "one hundred and eightieth (180th)".
This Agreement shall be governed by the laws of the State of New York
without regard to the conflicts of law doctrine of such state.
This Agreement may be executed in counterparts, each of which shall
constitute an integral original part of one and the same original instrument.
If the foregoing correctly sets forth the understanding among us, please
indicate your agreement and acceptance by signing below.
Sincerely,
COMPOSITECH LTD.
By:
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Xxxxxx Xxxxx
Executive Vice President
Acknowledged, agreed and accepted by the undersigned:
SOVCAP EQUITY PARTNERS LTD.
By:
-------------------------------
Authorized Signatory
