Letter Agreement for Cancellation of Warrant and Amendment to Credit Agreement between Cancer Genetics, Inc. and DAM Holdings, LLC
This agreement is between Cancer Genetics, Inc. and DAM Holdings, LLC. DAM Holdings agrees to cancel Warrant #121, which was previously issued as part of an amendment to a credit agreement. In exchange, the interest accrued on DAM Holdings' promissory note is increased by $52,500, payable upon a defined maturity event. The maturity event is triggered by a specific date, a qualifying public offering, or a merger/acquisition meeting certain financial criteria. DAM Holdings confirms it is not entitled to any further warrants related to the amendment.
Exhibit 10.57
October 16, 2012
DAM Holdings, LLC
1418 N. Lakeshore Drive, Suite 29
Chicago, IL 60610
Attention: Matthew Bluhm
Re: | Credit Agreement with Cancer Genetics, Inc. |
Dear Matthew:
This letter agreement will memorialize your agreement to cancel the Warrant #121 issued to DAM Holdings, LLC (the Lender) pursuant to the Amendment (the Amendment), dated as of March 9, 2012, to that certain Credit Agreement, dated as of March 23, 2011, by and between Cancer Genetics, Inc., a Delaware corporation (the Company) and the Lender (the Credit Agreement). The Amendment extended the maturity under the Credit Agreement and the Promissory Note (the Note) to increase the interest payable thereunder. The Note is hereby amended to provide that the interest currently accrued on the Note shall be increased $52,500, and shall be due and payable with all other accrued interest on a Maturity Event. Maturity Event means the earlier to occur of the following: (i) April 1, 2013, (ii) the occurrence of an initial public offering of the Companys equity securities in which the Company receives gross proceeds in the amount of $10,000,000 or more, or (iii) the consummation of a transaction in which the Company is either merged with a reporting company (a Public Company) under the 1934 Act, or a Public Company acquires all or substantially all of the outstanding securities of the Company in exchange for the issuance of securities of the Public Company, and in connection therewith, in either event as the case may be, the survivor of such merger or the Public Company receives gross proceeds from the sale of such survivors securities or the Public Companys securities in the amount of $10,000,000 or more.
You agree that, notwithstanding the terms of the Amendment, DAM is not entitled to any warrants in connection with DAM entering into the Amendment with the Company and that Warrant #121 is hereby cancelled.
Very truly yours |
/s/ Panna L. Sharma |
Panna L. Sharma |
President and CEO |
Agreed to and Accepted by: |
DAM Holdings, LLC |
/s/ Matthew Bluhm |
Matthew Bluhm |