Letter Agreement Resetting Exercise Price of Laurus Warrants – Transgenomic, Inc. and Laurus Master Fund, Ltd. (October 31, 2005)
Transgenomic, Inc. and Laurus Master Fund, Ltd. entered into this letter agreement on October 31, 2005, to reset the exercise prices of certain warrants previously issued to Laurus. Following a new securities offering and repayment of all debt owed to Laurus, the exercise prices for Laurus’s warrants to purchase 1,075,000 shares of Transgenomic’s common stock were reduced. The agreement lists the old and new exercise prices for each warrant. Both parties have agreed to these changes as of the date of the letter.
Exhibit 10.36
October 31, 2005
Mr. David Grin
Laurus Master Fund, Ltd.
c/o Laurus Capital Management, LLC
825 Third Avenue 14th Fl.
New York, NY 10022
| RE: | Exercise Price of Laurus Warrants |
Dear Mr. Grin:
On October 31, 2005, we closed the sale of the following securities to institutional investors: (i) 14,925,743 shares of the Company’s common stock, plus (ii) five-year, non-callable warrants to purchase another 5,970,297 shares of common stock with an exercise price of $1.20 per share (the “Offering”). The aggregate purchase price for the securities sold in the Offering was $1.01 per share of common stock initially being sold or $15,075,000. In conjunction therewith, we have repaid all indebtedness (including interest, prepayment fees and other fees) to Laurus and agree that the Exercise Price (as defined in the warrants) of the warrants owned by Laurus Master Fund, Ltd. reset as follows:
| Warrant Owner | Issue Year | Expiration Year | Underlying Shares | Exercise Price | ||||||||
| Old | New | |||||||||||
| Laurus Master Fund, Ltd | 2003 | 2010 | 200,000 | $ | 2.25 | $ | 1.92 | |||||
| Laurus Master Fund, Ltd | 2003 | 2010 | 200,000 | $ | 2.44 | $ | 2.07 | |||||
| Laurus Master Fund, Ltd | 2003 | 2010 | 150,000 | $ | 2.82 | $ | 2.35 | |||||
| Laurus Master Fund, Ltd | 2004 | 2011 | 125,000 | $ | 3.11 | $ | 2.57 | |||||
| Laurus Master Fund, Ltd | 2004 | 2011 | 400,000 | $ | 1.25 | $ | 1.18 | |||||
| 1,075,000 | ||||||||||||
Sincerely,
| TRANSGENOMIC, INC. | ||
| By: | /s/ Michael A. Summers | |
| Michael A. Summers | ||
| Chief Financial Officer | ||
| Agreed and accepted on the date hereof
LAURUS MASTER FUND, LTD. | ||
| By: | /s/ David Grin | |
| David Grin | ||
| Director | ||
