WestPark Capital, Inc. Letterhead
Exhibit
2.4
WestPark
Capital, Inc. Letterhead
April
17,
2007
Dr. Xxxx
Xxxxxx
000
Xxxxx
00X, Xx.0
East
Setauket, New York 11733
Dear
Xx.
Xxxxxx:
Reference
is made to Paragraph 4.11 of the Private Placement Engagement Agreement dated
March 23, 2006 between WestPark Capital, Inc. (“WestPark”) and Lixte, Inc.
(the “Company”). Pursuant to that Section, the Company agreed to issue to
WestPark certain warrants (the “Warrants”) and grant to WestPark standard demand
and piggyback registration rights with respect to the shares underlying the
Warrants. This will confirm our understanding that neither the Company nor
any
affiliate of the Company will be liable to WestPark for monetary damages arising
from the failure of the Company to have complied with the foregoing registration
provision, and WestPark hereby waives any right to make any claim for monetary
damages as a result of any such failure to have complied, it being understood
that the sole remedy of WestPark shall be to seek equitable relief.
Sincerely,
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WestPark
Capital, Inc.
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by /s/
X.
Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx,
Chief
Executive Officer
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