EXHIBIT 99.57
VYTERIS HOLDINGS (NEVADA), INC.
Xxxxxxx Xxxxx Specialty Group LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xx. Xxxxx Xxxxx, Esq.
Ladies and Gentlemen:
This Letter Agreement ("Agreement") is dated as of February 16, 2006 and
is by and between Vyteris Holdings (Nevada), Inc. (the "Company"), a Nevada
corporation, and Xxxxxxx Xxxxx Specialty Group LLC, a Delaware limited liability
company (referred to as "STSG").
WHEREAS, STGS is the holder of Series B Preferred Stock of the Company at
a current conversion price of $7.16 per share (the "Conversion Price");
WHEREAS, the Company and STSG have entered in a discussions for the
Company to sell and STSG to purchase a certain convertible subordinated
promissory note;
NOW, THEREFORE, in consideration of the premises and the mutual promises
herein made, the Parties agree as follows:
As a material inducement for STSG to enter into a Note Purchase Agreement
by and between the Company and STSG for the purchase of a convertible
subordinated promissory note in the principal amount of $500,000, the Company
shall use its best efforts to take all necessary and appropriate action to amend
its charter documents in order to reduce the Conversion Price to $1.00,
including without limitation, calling a shareholder meeting to approve such
amendment.
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IN WITNESS WHEREOF, the parties hereto have executed this Letter Agreement
on the date first above written.
XXXXXXX XXXXX SPECIALTY GROUP, LLC
By: ___________________________________
Name:
Title:
VYTERIS HOLDINGS (NEVADA), INC.
By: ____________________________________
Name:
Title:
