Exhibit 10.53
Atlantic Technology Ventures, Inc.
000 Xxxxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
January 25, 2001
BH Capital Investments, L.P.
000 Xxxxx Xxxxxx Xxxx
Xxxxx Tower, 7th Floor
Toronto, Ontario
Canada X0X 0X0
Excalibur Limited Partnership
00 Xxxxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
Xxxxxx X0X IB2
Sirs:
It is our understanding that (1) you acknowledge that in item (10) of
the definition of "Repurchase Event" in the Convertible Preferred Stock and
Warrants Purchase Agreement dated September 28, 2000, between Atlantic
Technology Ventures, Inc. ("Atlantic") and the Investors, as amended (the
"Purchase Agreement"), all references to "the Company" should be to Optex
Ophthalmologics, Inc., the majority-owned subsidiary of Atlantic, and (2) that
you waive any Repurchase Event that may be caused by occurrence of the event
referenced in item (12) of the definition of Repurchase Event in the Purchase
Agreement. To confirm that our understanding is correct, please sign a copy of
this letter in the space provided below and send a copy by facsimile to Atlantic
at (000) 000-0000.
Sincerely yours,
ATLANTIC TECHNOLOGY VENTURES, INC.
By: /s/ Xxxxxxxx X. Xxxxx
--------------------------
Xxxxxxxx X. Xxxxx
President
Agreed to on January 25, 2001:
BH CAPITAL INVESTMENTS, L.P. Excalibur Limited Partnership
By: HB and Co., Inc., its By: Excalibur Capital Management, Inc.
General Partner
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxxx
------------------- -------------------
Xxxxx Xxxxxxxxx Xxxxxxx Xxxxxxx
President President
