Letter Agreement for Conversion of Loan to Equity between NNJCA Capital, LLC and Cancer Genetics, Inc.
This agreement is between NNJCA Capital, LLC and Cancer Genetics, Inc. It states that $500,000 of NNJCA Capital's outstanding loan to Cancer Genetics will be converted into common stock at the price set in the company's initial public offering. The conversion will take effect when the IPO is completed. Any remaining loan balance, including interest and premium, will be repaid according to the original credit agreement. This arrangement is intended to support the company's IPO process.
Exhibit 10.65
February 13, 2013
NNJCA Capital, LLC
100 First Street - Suite 301
Hackensack, New Jersey 07601
Attention: Dr. Andrew Pecora
Re: | Amended and Restated Credit Agreement with Cancer Genetics, Inc. |
Dear Dr. Pecora:
This letter agreement will memorialize your agreement with respect to $500,000 of the outstanding principal amount of your loan to the Company made pursuant to that certain Amended and Restated Credit Agreement (Credit Agreement) by and among John Pappajohn, Pecora and Company and NNJCA Capital, LLC, as lenders, and Cancer Genetics, Inc., a Delaware corporation (the Company), as borrower, dated as of February 13, 2012 and the promissory note (the Note) issued pursuant thereto. The promises set forth in this letter agreement are made to induce us and our underwriters to proceed with the initial public offering, which is also beneficial to you.
You hereby irrevocably agree to convert $500,000 of the principal amount of your loan into shares of common stock of the Company effective upon the consummation of the Companys initial public offering and that, notwithstanding anything to the contrary in the Credit Agreement or the Note, the conversion price shall be equal to the initial public offering price per share. The remaining outstanding principal amount of your loan, together with accrued interest and premium, shall be paid in accordance with the Credit Agreement.
Very truly yours, |
/s/ Panna L. Sharma |
Panna L. Sharma |
President and CEO |
Agreed to and Accepted by:
NNJCA CAPITAL, LLC | ||
By: | /s/ Andrew Pecora | |
Name: | Andrew Pecora | |
Title: | Manager (President) |