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FIRST AMENDMENT TO
FORBEARANCE AGREEMENT
This
FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) is entered
into as of June 29, 2018, by and among MEDITE Cancer Diagnostics,
Inc., a Delaware corporation (“Borrower”), and GPB Debt
Holdings II LLC, a Delaware limited liability company
(“Lender”). Capitalized
terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Transaction
Documents (as hereinafter defined).
RECITALS
A.
On February 4, 2018, MEDITE Cancer Diagnostics, Inc. (the
“Company” or “Borrower”) entered into a
Forbearance Agreement (the “Agreement”) with GPB Debt
Holdings II LLC (“Lender”) whereby the Lender agreed to
forbear exercising its remedies in connection with certain defaults
of the Company pursuant to (i) a Senior Secured Convertible Note in
the favor of Lender in original principal balance of $5,356,400
(“Note”); and (ii) a certain Security Agreement
(“Security Agreement”), dated September 26,
2017. Additionally, Borrower and Lender are parties to a
certain Guarantee Agreement, dated September 26, 2017
(“Guarantee Agreement”), whereby Medite Enterprises,
Inc., Medite GMBH, Medite Lab Solutions, Inc. and Cytoglobe GMBH
guaranteed all of Borrower’s obligations arising under, among
other things, the Note.
B. Borrower and Lender desire to amend the
Agreement to extend the time Lender shall forbear its exercise of
registration rights pursuant to Section 4.9 of the
Securities Purchase Agreement dated September 26, 2017
(“SPA”), and with respect to the maintenance of
the required interest reserve account pursuant to Section 4.14 of
the SPA, until September 30,
2018.
AGREEMENT
1.
Section 3(b) of the Agreement is hereby amended to extend the
Lender’s forbearance of its exercise of registration rights
pursuant to Section 4.9 of the SPA, and with respect to the maintenance of
the required interest reserve account pursuant to Section 4.14 of
the SPA, until September 30, 2018.
2.
Except as set forth herein, all other terms of the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
BORROWER:
MEDITE
CANCER DIAGNOSTICS, INC., as
By:
/s/ Stephen Von
Rump
Name:
Stephen Von Rump
Title:
Chief Executive Officer
LENDER:
GPB
DEBT HOLDINGS II LLC, as Lender
By:
/s/ Evan
Myrianthopoulos
Name:
Evan Myrianthopoulos
Title:
Managing Partner
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