Unassociated Document


    

     

    September
24, 2010

    


     

    Re: Note
and Warrant Purchase Agreement and related Convertible Promissory Note between
the entities listed on Exhibit A hereto (each, a “Note Holder” and,
collectively, the “Note Holders”), and Radient Pharmaceuticals Corporation, a
Delaware corporation (the “Company”).

    


    Dear Note
Holder:

    


    In
September 2008, we held a closing for the related Note and Warrant Purchase
Agreement (the “Purchase Agreement”), pursuant to which we issued you a
convertible promissory note (the “Notes”).  Based upon the terms of
the Purchase Agreement, upon conversion of the Notes, you are entitled to
receive warrants to purchase that number of shares of our common stock that
equals 50% of the number of shares received pursuant to such note conversion
(the “Warrants”). All terms not otherwise defined herein shall have the meanings
as set forth in the Purchase Agreement and Notes.  The Notes matured
on September 15, 2010.  It is in everyone’s best interest to avoid a
default on these Notes and instead allow us to issue you: (i) all of the
shares of common stock underlying the Notes and (ii) the
Warrants.  Therefore, we are submitting this letter to seek your
agreement to extend the maturity date of the Note and waive the Default, as
hereinafter defined, until such extension.

    


    Based on
our current need for additional financing, our management believes it is prudent
to reserve as much cash as possible for our operations. To that end, we
submit the following proposal to you, which will enable us to use our cash for
current operations rather than the repayment of debt and afford you additional
opportunities to increase your investment in our Company.  In exchange
for waiving the current default resulting from our failure to pay the Notes by
September 29, 2010 (accounting for the 10 business day cure period) (the
“Default”) and extending the maturity date to November 15, 2010, we shall
increase the principal balance of the Note outstanding on September 14, 2010 by
25% (the “25% Increase”) and increase the interest rate of the Notes to 18%,
which rate shall apply to the interest due from September 15, 2010 until the
Note is converted pursuant hereto.  You shall also remain entitled to
the Bonus Interest, which we shall calculate as a one time fee applied to the
principal balance of the Notes outstanding on September 14, 2010.  The
amount of the 25% Increase and Bonus Interest shall be combined and such total
shall be directly applied to the principal amount of the Notes outstanding on
September 14, 2010.  Finally, we shall adjust the Conversion Price of
your Notes to equal 80% of the VWAP for the 5 trading days immediately preceding
the date we receive the NYSE Amex Listing Approval, as hereinafter defined;
provided however, that in no event shall the Conversion Price be less than $0.28
per share.  

     

    Under
Rule 713 of the NYSE Amex Company Guide (“Rule 713”), we are required
to obtain stockholder approval (“Shareholder Approval”) in connection with any
transaction, other than a public offering, that involves the issuance of common
stock, warrants to purchase shares of common stock or other securities
convertible or exercisable into shares of common stock, at a price below the
greater of our book value or market value at the time of issuance, that equals
an aggregate of more than 19.99% of our then-outstanding common stock (the
“19.99% Cap”).  Notwithstanding Shareholder Approval, we are also
required to submit an additional listing application with the NYSE Amex to
obtain their approval to issue and list any of the shares of common stock
contemplated hereby before we can list, or issue, any such shares on the NYSE
Amex (“NYSE Amex Listing Approval,” together with Shareholder Approval, the
“Approvals”). Furthermore, stockholder approval does not obviate the need for
compliance with the requirements of the Securities Exchange Act of 1934 (the
“Exchange Act”), as amended, or other NYSE Amex
requirements.  Therefore, under the NYSE Amex Rules, we may need to
obtain the Approval before issuing you the shares pursuant to the adjustment in
the Conversion Price set forth herein.  We intend to seek Shareholder
Approval on or before November 15, 2010; once obtained, we will promptly seek
the NSYE Amex Listing Approval.  

     

     

    
      2492
Walnut Avenue, Ste 100, Tustin, CA 92780 | Office 714.505.4460 |Fax
714.505.4464

      Website:
www.radient-pharma.com | E-mail: info@radient-pharma.com

      Page 1 of 3

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

     

    Once we
obtain the Approvals, your Note shall automatically convert into that number of
shares of common stock as is equal to the quotient of: (x) the sum of the
outstanding principal amount of the Note, plus all interest accrued thereon
divided by (y) the Conversion Price, as adjusted pursuant to the terms stated
herein.  At that same time, we shall also issue you the Warrants on
the same terms as contained in the Purchase Agreement and
Note.  

    


    In light
of the aforementioned, we hereby request your waiver of the
Default.  If signed, this letter shall amend the Purchase Agreement
and Note, and any other related transaction document, so that Maturity Date
shall instead refer to November 15, 2010.  Once signed, this letter
shall also serve as a waiver of all current and potential defaults available
under the Purchase Agreement and Note based upon our failure to pay the Note on
or before September 29, 2010 (the “Waiver”); it being fully understood that if
we do not obtain Shareholder Approval on or before November 15, 2010, the Notes
shall once again be susceptible to default.  Notwithstanding any
language in the Purchase Agreement, Note, Warrant or this Letter Agreement to
the contrary, by signing this letter, you also agree that no shares will be
issued pursuant to the Note, Warrant or as contemplated by this Letter
Agreement, until we receive the Approvals.

    


    We are
confident that we will obtain Shareholder Approval on or before November 15,
2010 and strongly anticipate obtaining the required
Approvals.  Therefore, we believe that the increase in your principal
and interest, and the adjusted Conversion Price is a generous offer in exchange
for your agreement to waive the Default and give us until November 15, 2010 to
obtain Shareholder Approval.

    


    Other
than as specifically set forth herein, the terms of the Purchase Agreement,
Notes and Warrants shall remain in full force and effect.

    


    Please
indicate your agreement with the foregoing by signing below and returning a
signed copy to our securities counsel, Rachael Schmierer, at rschmierer@lhttlaw.com.   Thank
you.

     

     

    
      2492
Walnut Avenue, Ste 100, Tustin, CA 92780 | Office 714.505.4460 |Fax
714.505.4464

      Website:
www.radient-pharma.com | E-mail: info@radient-pharma.com

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                Very
      truly yours,

              	 
	 	
                RADIENT
      PHARMACEUTICALS

                CORPORATION

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:
      Douglas MacLellan	 
	 	 	
                Title:
      CEO

              	 


Accepted
as of the date

    

    first
above written:

    


    


    By: 
___________________________

    Name:

    Title:

     

     

    
      2492
Walnut Avenue, Ste 100, Tustin, CA 92780 | Office 714.505.4460 |Fax
714.505.4464

      Website:
www.radient-pharma.com | E-mail: info@radient-pharma.com

      Page 3 of 3