Apix International Limited Letter Agreement
Exhibit
4.5
Apix
International Limited
Parties:
00000
Xxxxxxx Xxxxxx
Xxxxxxx,
Xxxxxxxxxx 00000-0000
Attn:
Xx.
Xxxx Xxxx
Hereinafter
referred to as “Cardima”.
And:
Apix
International Limited
Attn:
Xx.
Xxxxxx Xxxxxx
Email:
Xxxxxx.xxxxxx@xxxxx.xxx
Hereinafter
referred to as “Apix”.
Whereas:
R.1 Apix
acted as the fundraising agent on behalf of Cardima and successfully completed
a
US $9 Million PIPE;
R.2 Apix
is entitled to receive a five-percent common share commission in respect of
the
consulting/fund raising services provided (equivalent to 900,000 fully paid
common shares);
R.3 Cardima
has requested that Apix waive its right to the five-percent fee on the terms
as
contained herein and Apix has agreed.
NOW
THEREFORE in consideration of one dollar and of other good and valuable
consideration and in consideration of the promises, agreements, warranties
and
covenants herein contained the parties hereto agree as
follows:
1.
Apix agrees to forfeit completely
any right to receive five-percent common share commission in respect of the
US
$9 Million funding raised in the PIPE completed in December 2007.
2.
Specifically, Apix agrees to forfeit
the right to 900,000 fully paid common shares of Cardima.
3.
As compensation to Apix for agreeing
to forfeit its rights, Cardima agrees to compensate Apix as
follows:
·
|
Increase
the number of agent’s warrants to be issued to APix from 2 Million to 3
Million Warrants;
|
·
|
Transfer
all rights, title and interest in a personal loan owing by one Xxxx
Xxxxxxx (a Director of Cardima) with a current outstanding balance
owing
of approximately $360,000 from Cardima to Apix (hereafter referred
to as
the “Radlick Loan”).
|
4.
In
respect of the Radlick Loan, Cardima hereby warrants and guarantees that the
said loan shall have a recoverable value of not less than US $100,000 within
12
months from the date of this agreement.
5.
In the
event the actual amount recovered by Apix in respect of the Radlick Loan is
less
than US $100,000 then Cardima agrees to immediately pay to Apix the amount
of
shortfall on or before December 18, 2008.
6.
Cardima agrees to assist Apix in any manner reasonably necessary to recover
the
loan amount including providing documentation to substantiate the loan,
executing transfers of legal title to the loan, filing documents with any court
of competent jurisdiction to substantiate the loan and non-payment.
7.
Nothing in this agreement shall affect Apix’s right to be reimbursed for its
agreed expenses of US $75,000 which shall be paid forthwith.
Confidentiality:
This
agreement is confidential and proprietary to each party. This
agreement shall not be disclosed to third parties without written
consent. Cardima Inc. shall be entitled to the extent required by
applicable laws to describe this agreement in regulatory filings.
NOW
THEREFORE AGREED between the parties hereto this 14th day of
December,
2007.
Per:
/s/
Xxxx Xxxx
Xxxx
Xxxx, Chairman
Per:
/s/
Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx, Chairman
Apix
International Limited